-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+4j953pGPD5sOwBbS/rgxNdCo2sU8JzBK6yJ8PEj0R3qF5PZkktwOJ0knlGN+LM vq3HuCTsytRVxrZ5w6smYw== 0000950144-07-005752.txt : 20070618 0000950144-07-005752.hdr.sgml : 20070618 20070618101352 ACCESSION NUMBER: 0000950144-07-005752 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20070618 DATE AS OF CHANGE: 20070618 EFFECTIVENESS DATE: 20070618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R. J. Reynolds Global Products, Inc. CENTRAL INDEX KEY: 0001376345 IRS NUMBER: 043625474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-10 FILM NUMBER: 07924770 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 336-741-5162 MAIL ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Scott Tobacco LLC CENTRAL INDEX KEY: 0001376347 IRS NUMBER: 611358657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-04 FILM NUMBER: 07924764 BUSINESS ADDRESS: STREET 1: 939 ADAMS ST CITY: BOWLING GREEN STATE: KY ZIP: 42101 BUSINESS PHONE: 270-842-5727 MAIL ADDRESS: STREET 1: 939 ADAMS ST CITY: BOWLING GREEN STATE: KY ZIP: 42101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Conwood Holdings, Inc. CENTRAL INDEX KEY: 0001376348 IRS NUMBER: 204771396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-02 FILM NUMBER: 07924761 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 336-741-5162 MAIL ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rosswil LLC CENTRAL INDEX KEY: 0001376349 IRS NUMBER: 364348321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-06 FILM NUMBER: 07924766 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER STREET CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-236-8052 MAIL ADDRESS: STREET 1: 71 SOUTH WACKER STREET CITY: CHICAGO STATE: IL ZIP: 60606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GMB, Inc. CENTRAL INDEX KEY: 0001345586 IRS NUMBER: 561972826 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-14 FILM NUMBER: 07924774 BUSINESS ADDRESS: STREET 1: JEFFERSON SQUARE SUITE 10 STREET 2: 153 JEFFERSON CHURCH RD CITY: KING STATE: NC ZIP: 27021 BUSINESS PHONE: 336-741-2000 MAIL ADDRESS: STREET 1: JEFFERSON SQUARE SUITE 10 STREET 2: 153 JEFFERSON CHURCH RD CITY: KING STATE: NC ZIP: 27021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS AMERICAN INC CENTRAL INDEX KEY: 0001275283 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 200546644 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827 FILM NUMBER: 07924763 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27102 BUSINESS PHONE: 3367412000 MAIL ADDRESS: STREET 1: 401 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJ REYNOLDS TOBACCO HOLDINGS INC CENTRAL INDEX KEY: 0000083612 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 560950247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-07 FILM NUMBER: 07924767 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27102 BUSINESS PHONE: 336-741-5500 MAIL ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON SALEM STATE: NC ZIP: 27102 FORMER COMPANY: FORMER CONFORMED NAME: RJR NABISCO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REYNOLDS R J INDUSTRIES INC DATE OF NAME CHANGE: 19860501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR ACQUISITION CORP CENTRAL INDEX KEY: 0000847903 STANDARD INDUSTRIAL CLASSIFICATION: COOKIES & CRACKERS [2052] IRS NUMBER: 133490602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-12 FILM NUMBER: 07924772 BUSINESS ADDRESS: STREET 1: 1201 N MARKET ST STREET 2: STE 1702 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024253550 MAIL ADDRESS: STREET 1: 1201 N MARKET STREET STREET 2: STE 1702 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: NABISCO GROUP HOLDINGS CORP DATE OF NAME CHANGE: 19990614 FORMER COMPANY: FORMER CONFORMED NAME: RJR NABISCO HOLDINGS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RJR HOLDINGS CORP DATE OF NAME CHANGE: 19891116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R. J. Reynolds Tobacco Co. CENTRAL INDEX KEY: 0001345620 IRS NUMBER: 660285918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-09 FILM NUMBER: 07924769 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 336-741-2000 MAIL ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR Packaging, LLC CENTRAL INDEX KEY: 0001345624 IRS NUMBER: 550831844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-11 FILM NUMBER: 07924771 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 336-741-2000 MAIL ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R. J. Reynolds Tobacco Co. CENTRAL INDEX KEY: 0001346103 IRS NUMBER: 731695305 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-08 FILM NUMBER: 07924768 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 336-741-2000 MAIL ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FHS, Inc. CENTRAL INDEX KEY: 0001345587 IRS NUMBER: 510380116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-15 FILM NUMBER: 07924775 BUSINESS ADDRESS: STREET 1: 1201 NORTH MARKET STREET STREET 2: SUITE 1702 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 336-741-2000 MAIL ADDRESS: STREET 1: 1201 NORTH MARKET STREET STREET 2: SUITE 1702 CITY: WILMINGTON STATE: DE ZIP: 19801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Santa Fe Natural Tobacco Company, Inc. CENTRAL INDEX KEY: 0001376341 IRS NUMBER: 850394268 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-05 FILM NUMBER: 07924765 BUSINESS ADDRESS: STREET 1: 1 PLAZA LA PRENSA CITY: SANTA FE STATE: NM ZIP: 87507 BUSINESS PHONE: 505-473-7617 MAIL ADDRESS: STREET 1: 1 PLAZA LA PRENSA CITY: SANTA FE STATE: NM ZIP: 87507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Conwood Company, LLC CENTRAL INDEX KEY: 0001376342 IRS NUMBER: 621691028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-03 FILM NUMBER: 07924762 BUSINESS ADDRESS: STREET 1: 813 RIDGE LAKE BLVD SUITE 100 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 901-761-2050 MAIL ADDRESS: STREET 1: 813 RIDGE LAKE BLVD SUITE 100 CITY: MEMPHIS STATE: TN ZIP: 38119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lane LTD CENTRAL INDEX KEY: 0001376343 IRS NUMBER: 132855575 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-13 FILM NUMBER: 07924773 BUSINESS ADDRESS: STREET 1: 2280 MOUNTAIN INDUSTRIAL BLVD. CITY: TUCKER STATE: GA ZIP: 30084 BUSINESS PHONE: 770-934-8540 MAIL ADDRESS: STREET 1: 2280 MOUNTAIN INDUSTRIAL BLVD. CITY: TUCKER STATE: GA ZIP: 30084 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Conwood Sales Co., LLC CENTRAL INDEX KEY: 0001376344 IRS NUMBER: 621691095 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-143827-01 FILM NUMBER: 07924760 BUSINESS ADDRESS: STREET 1: 813 RIDGE LAKE BLVD SUITE 100 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 901-761-2050 MAIL ADDRESS: STREET 1: 813 RIDGE LAKE BLVD SUITE 100 CITY: MEMPHIS STATE: TN ZIP: 38119 S-3ASR 1 g07917ssv3asr.htm REYNOLDS AMERICAN INC. Reynolds American Inc.
 

As filed with the Securities and Exchange Commission on June 18, 2007
Registration No. 333-      
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
REYNOLDS AMERICAN INC.
(Exact Name of Registrant as Specified in its Charter)
 
     
North Carolina
  20-0546644
(State or Other Jurisdiction of
Incorporation or Organization) 		  (I.R.S. Employer
Identification Number)
401 North Main Street
Winston-Salem, NC 27101
(336) 741-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
 
 
 
SEE TABLE OF ADDITIONAL REGISTRANTS
 
 
 
 
McDara P. Folan, III, Esq.
Senior Vice President, Deputy General Counsel and Secretary
Reynolds American Inc.
401 North Main Street
Winston-Salem, NC 27101
(336) 741-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 
 
 
 
Copy to:
 
Elizabeth G. Wren, Esq.
Kilpatrick Stockton LLP
Suite 2500, 214 North Tryon St.
Charlotte, NC 28202-2381
(704) 338-5123
 
 
 
 
Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.
 
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o
 
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o        
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o        
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o
 
CALCULATION OF REGISTRATION FEE
 
             
     
Amount to be Registered/
 		     
      Proposed Maximum
 		     
      Offering Price Per Unit/
 		     
Title of Each Class of
 		    Proposed Maximum
 		    Amount of
Securities to be Registered     Aggregate Offering Price     Registration Fee
Debt Securities
    (1)     (1)
Guarantees of Debt Securities     (2)     (2)
             
 
(1)  An indeterminate aggregate offering price of securities is being registered as may be offered and sold from time to time at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, payment of the registration fee payable in connection with this registration statement is being deferred.
 
(2)  The obligations of Reynolds American Inc. under its debt securities may be fully and unconditionally guaranteed by subsidiaries of Reynolds American Inc. that are listed on the following page under the caption “Table of Additional Registrants.” Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is required in connection with such guarantees.

 

 
TABLE OF ADDITIONAL REGISTRANTS
 
                     
                  Address, Including
                  Zip Code, and
                  Telephone Number,
    State or Other
 		  Primary Standard
 		        Including Area Code,
Exact Name of Additional
 		  Jurisdiction of
 		  Industrial
 		    I.R.S. Employer
 		  of Registrant’s
Registrant as Specified
 		  Incorporation or
 		  Classification Code
 		    Identification
 		  Principal Executive
in its Charter
  Organization   Number     Number   Offices
 
Conwood Company, LLC
  Delaware     2111     62-1691028   813 Ridge Lake Boulevard
Suite 100
Memphis, TN 38119
(901) 761-2050
Conwood Holdings, Inc. 
  Delaware     2111     20-4771396   401 North Main Street
Winston-Salem, NC 27101
(336) 741-5162
Conwood Sales Co., LLC
  Delaware     2111     62-1691095   813 Ridge Lake Boulevard
Suite 100
Memphis, TN 38119
(901) 761-2050
FHS, Inc. 
  Delaware     2111     51-0380116   1007 North Orange Street
Suite 1402
Wilmington, DE 19801
(302) 425-3550
GMB, Inc. 
  North Carolina     2111     56-1972826   Jefferson Square, Suite 10
153 Jefferson Church Road
King, NC 27021
(336) 985-3823
Lane, Limited
  New York     2111     13-2855575   2280 Mountain Industrial Blvd.
Tucker, GA 30084
(770) 934-8540
RJR Acquisition Corp. 
  Delaware     2111     13-3490602   1007 North Orange Street
Suite 1402
Wilmington, DE 19801
(302) 425-3550
RJR Packaging, LLC
  Delaware     2111     55-0831844   401 North Main Street Winston-Salem, NC 27101
(336) 741-5162
R. J. Reynolds Global Products, Inc. 
  Delaware     2111     04-3625474   401 North Main Street
Winston-Salem, NC 27101
(336) 741-5000
R. J. Reynolds Tobacco Co. 
  Delaware     2111     66-0285918   401 North Main Street
Winston-Salem, NC 27101
(336) 741-5000
R. J. Reynolds Tobacco Company
  North Carolina     2111     73-1695305   401 North Main Street
Winston-Salem, NC 27101
(336) 741-5000
R.J. Reynolds Tobacco Holdings, Inc. 
  Delaware     2111     56-0959247   401 North Main Street
Winston-Salem, NC 27101
(336) 741-5500
Rosswil LLC
  Delaware     2111     36-4348321   813 Ridge Lake Boulevard
Memphis, TN 38120
(901) 761-2050
Santa Fe Natural Tobacco Company, Inc. 
  New Mexico     2111     85-0394268   1 Plaza La Prensa
Santa Fe, NM 87507
(505) 473-7617
Scott Tobacco LLC
  Delaware     2111     61-1358657   939 Adams St.
Bowling Green, KY 42101
(270) 842-5727

 

PROSPECTUS
 
 
DEBT SECURITIES
 
Reynolds American Inc., referred to as RAI, may offer and sell its debt securities from time to time in one or more offerings pursuant to this prospectus. The debt securities may consist of notes, debentures or other types of debt. The obligations of RAI under its debt securities will be guaranteed by certain of RAI’s direct and indirect subsidiaries, unless provided otherwise in the applicable prospectus supplement. This prospectus contains a summary description of these securities and the manner in which they may be offered. Each time that the securities are offered for sale using this prospectus, a supplement to this prospectus will be provided that contains the specific terms of the offered securities and the offering. RAI’s debt securities and any related guarantees may be secured as and to the extent described in the applicable prospectus supplement. The prospectus supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and any accompanying prospectus supplement before you invest in any of RAI’s securities.
 
RAI may offer and sell its debt securities to or through agents, dealers or underwriters from time to time, or through a combination of these methods. If any underwriters are involved in the sale of any securities, the relevant prospectus supplement will set forth the names of the underwriters and any applicable commissions or discounts. RAI may also sell securities directly to investors.
 
 
 
 
Investing in these securities involves certain risks.  See “Risk Factors” in our other filings with the Securities Exchange Commission and in the applicable prospectus supplement for a discussion of the factors you should carefully consider before deciding to purchase our securities.
 
 
 
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
 
 
 
The date of this prospectus is June 18, 2007

 

TABLE OF CONTENTS
 
                 
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You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement or free writing prospectus. We have not authorized any dealer, salesman or other person to provide you with additional or different information. You should not assume that the information contained or incorporated by reference in this prospectus or any prospectus supplement or free writing prospectus is accurate as of any date other than their respective dates. Neither the delivery of this prospectus nor any sales made hereunder shall under any circumstances create an implication that there has been no change in the affairs of RAI or its subsidiaries since then.
 
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates, nor does it constitute an offer to sell or the solicitation of an offer to buy such securities, in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such an offer or solicitation.
 
Unless indicated otherwise, references in this prospectus to “RAI,” “we,” “us,” and “our” refer to RAI and not to any of its existing or future subsidiaries.

 

 
REYNOLDS AMERICAN INC.
 
RAI is a holding company and its wholly owned operating subsidiary, R. J. Reynolds Tobacco Company, referred to as RJR Tobacco, is the second largest cigarette manufacturer in the United States. The companies, referred to as Conwood, owned by RAI’s direct, wholly owned subsidiary, Conwood Holdings, Inc., are collectively the second largest smokeless tobacco products manufacturer in the United States. RAI’s other wholly owned operating subsidiaries include Santa Fe Natural Tobacco Company, Inc., referred to as Santa Fe; Lane, Limited, referred to as Lane; and R. J. Reynolds Global Products, Inc., referred to as GPI.
 
RJR Tobacco’s largest selling cigarette brands, CAMEL, KOOL, PALL MALL, DORAL, WINSTON and SALEM were six of the ten best-selling brands of cigarettes in the United States as of March 31, 2007. Those brands, and RJR Tobacco’s other brands, including MISTY and CAPRI, are manufactured in a variety of styles and marketed in the United States to meet a range of adult smoker preferences. RJR Tobacco also manages contract manufacturing of cigarettes and other tobacco products through arrangements with affiliates of British American Tobacco p.l.c. and, since January 1, 2007, distributes DUNHILL and STATE EXPRESS 555 cigarettes.
 
Conwood’s primary brands include its largest selling moist snuff brands, GRIZZLY and KODIAK, two of the six best-selling brands of moist snuff in the United States in 2006, and LEVI GARRETT, a loose leaf brand. Conwood’s other products include dry snuff, plug and twist tobacco products. Conwood’s products held the first or second position in market share in the United States in their respective categories in 2006.
 
Santa Fe manufactures and markets cigarettes and other tobacco products under the NATURAL AMERICAN SPIRIT brand. Santa Fe markets its products in the United States, and has a small, but growing international tobacco business. On January 1, 2007, GPI began managing Santa Fe’s international business. GPI also manufactures and exports cigarettes to U.S. territories, U.S. duty-free shops and U.S. overseas military bases and manages a contract manufacturing business. Lane manufactures cigars, roll-your-own and pipe tobacco brands, including CAPTAIN BLACK tobacco products. On January 1, 2007, Conwood began distributing certain of Lane’s products.
 
RAI is a North Carolina corporation. RAI’s principal executive offices are located at 401 North Main Street, Winston-Salem, North Carolina 27101 and its telephone number is (336) 741-2000. RAI’s web site is located at http://www.reynoldsamerican.com. The information posted or linked on this web site is not part of this prospectus, and you should rely solely on the information contained in this prospectus and the related documents to which we refer herein when deciding whether to invest in any of our debt securities.
 
ABOUT THIS PROSPECTUS
 
This prospectus is part of a registration statement on Form S-3 that RAI filed with the Securities and Exchange Commission, referred to as the SEC, using a “shelf” registration process. Under this shelf process, RAI may offer its debt securities and any related guarantees for sale in one or more offerings from time to time. This prospectus provides you with a general description of the securities that may be offered pursuant to this prospectus. Each time securities are offered for sale, a prospectus supplement will be provided that will contain specific information about the securities offered and the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus and, accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. Before making an investment decision, you should read carefully the entire prospectus, as well as the documents incorporated by reference in the prospectus and the applicable prospectus supplement.
 
FORWARD-LOOKING STATEMENTS
 
This prospectus and any prospectus supplement, together with the documents incorporated by reference herein or therein, contain or incorporate by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to future events or the future financial performance of RAI and its subsidiaries. Forward-looking information includes statements relating to future


1

 

actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management and other matters. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “could,” “plan,” “intend” or similar expressions in this prospectus, any prospectus supplement or in documents incorporated by reference in this prospectus or any prospectus supplement.
 
These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by these forward-looking statements. You should understand that various factors, in addition to those discussed elsewhere in this prospectus or a prospectus supplement and in the documents referred to and incorporated by reference in this prospectus or a prospectus supplement, could affect the future results of RAI and its subsidiaries and could cause results to differ materially from those expressed in these forward-looking statements, including:
 
  •  the “Risk Factors” included in RAI’s most recent annual report on Form 10-K, any updates to the risk factors in any periodic or other report RAI files subsequently to such annual report and any risk factors included in an applicable prospectus supplement;
 
  •  the substantial and increasing regulation and taxation of tobacco products;
 
  •  various legal actions, proceedings and claims relating to the sale, distribution, manufacture, development, advertising, marketing and claimed health effects of tobacco products that are pending or may be instituted against RAI or its subsidiaries;
 
  •  the substantial payment obligations and limitations on the advertising and marketing of cigarettes under the Master Settlement Agreement (with 46 U.S. States and certain U.S. territories and possessions) and other state settlement agreements;
 
  •  the continuing decline in volume in the domestic cigarette industry;
 
  •  concentration of a material amount of sales with a single customer or distributor;
 
  •  competition from other manufacturers, including any new entrants in the marketplace;
 
  •  increased promotional activities by competitors, including deep-discount cigarette brands;
 
  •  the success or failure of new product innovations and acquisitions;
 
  •  the responsiveness of both the trade and consumers to new products, marketing strategies and promotional programs;
 
  •  the ability to achieve efficiencies in manufacturing and distribution operations without negatively affecting sales;
 
  •  the cost of tobacco leaf and other raw materials and other commodities used in products, including future market pricing of tobacco leaf which could adversely impact inventory valuations;
 
  •  the effect of market conditions on foreign currency exchange rate risk, interest rate risk and the return on corporate cash;
 
  •  any adverse effects resulting from dependence on certain single-source suppliers, including supply interruption or quality issues;
 
  •  the effect of market conditions on the performance of pension assets or any adverse effects of any new legislation or regulations changing pension expense accounting or required pension funding levels;
 
  •  the rating of RAI’s securities;
 
  •  any restrictive covenants imposed under RAI’s debt agreements;
 
  •  the possibility of fire, violent weather and other disasters that may adversely affect manufacturing and other facilities; and


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  •  the potential existence of significant deficiencies or material weaknesses in internal control over financial reporting that may be identified during the performance of testing required under Section 404 of the Sarbanes-Oxley Act of 2002.
 
Due to these uncertainties and risks, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. Except as provided by federal securities laws, RAI is not required to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
 
All subsequent written or oral forward-looking statements attributable to RAI or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. RAI does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law.
 
INDUSTRY DATA
 
When we make statements in this prospectus or in information incorporated herein about the position of our operating subsidiaries in their respective industries or about their market share, we are making statements of our belief. This belief is based on data from Management Science Associates, Inc., referred to as MSAi, and Information Resources, Inc./Capstone Research Inc., collectively referred to as IRI, on estimates and assumptions that we have made based on that data and on our knowledge of the markets for the products of our operating subsidiaries. Although we believe our third party sources are reliable, we have not independently verified market and industry data provided by third parties. Accordingly, we cannot assure you that any of these assumptions are accurate or that our assumptions correctly reflect the position of our operating subsidiaries in their industries.
 
You should not rely on the market share data reported by IRI as being precise measurements of actual market share because IRI is not able to effectively track the volume of all deep-discount cigarette brands. We believe that deep-discount cigarette brands made by small manufacturers have a combined market share of approximately 13% of U.S. cigarette industry unit sales. Accordingly, the retail share of market of our operating subsidiaries and their cigarette brands as reported by IRI may overstate their actual market share. In addition, in 2006, IRI revised its methodology to better reflect industry dynamics and restated share data only for 2005. The revised methodology by IRI did not have a material impact on the percentages previously reported.
 
USE OF PROCEEDS
 
Unless otherwise specified in a prospectus supplement, the net proceeds we receive from the sale of securities described in this prospectus and prospectus supplements will be used for general corporate purposes. General corporate purposes may include the repayment and refinancing of outstanding debt, investments in or extensions of credit to our subsidiaries, additions to working capital, capital expenditures or the financing of possible acquisitions or business expansion. The net proceeds may be invested temporarily until they are used for their stated purpose.


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RATIO OF EARNINGS TO FIXED CHARGES
 
The following table sets forth the ratio of earnings to fixed charges of RAI for the periods indicated. Earnings consist of income from continuing operations before equity earnings, income taxes and fixed charges. Fixed charges consist of interest on indebtedness, amortization of debt issuance costs and one-third of operating rental expense, representative of the interest factor.
 
                                                         
          Three Months Ended
 		 
    Year Ended December 31,     March 31,  
    2002     2003     2004     2005     2006     2006     2007  
 
Ratio of earnings to fixed charges(1)
    5.2 x     —       9.5 x     12.2 x     7.4 x     12.7 x     6.7 x
Deficiency in the coverage of fixed charges by earnings before fixed charges (in millions)(1)
  $ —     $ (3,913 )   $ —     $ —     $ —     $ —     $ —  
 
 
(1) RAI classifies interest expense recognized on uncertain tax positions as income tax expense under the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.” Accordingly, this amount is excluded from the interest expense portion of fixed charges in the ratio of earnings to fixed charges.


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DESCRIPTION OF THE DEBT SECURITIES
 
This section describes certain general terms and provisions of the debt securities that we may offer for sale from time to time. Each time that securities are offered for sale, specific information about the debt securities offered will be set forth in a supplement to this prospectus, as well as the extent to which the general terms and provisions contained herein apply to that particular series of securities offered. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the applicable prospectus supplement and to the following description.
 
The debt securities offered and sold hereunder will be issued under an indenture, referred to as the 2006 indenture, dated as of May 31, 2006, among RAI, as issuer, Santa Fe, Lane, RJR Tobacco, RJR Acquisition Corp, R. J. Reynolds Tobacco Co., FHS, Inc., GMB, Inc., Conwood Holdings, Inc., Conwood Company, LLC (formerly known as Conwood Company, L.P.), Conwood Sales Co., LLC (formerly known as Conwood Sales Co., L.P.) and Rosswil LLC, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, as amended by a first supplemental indenture dated as of September 30, 2006, pursuant to which R.J. Reynolds Tobacco Holdings, Inc., referred to as RJR, RJR Packaging, LLC, GPI and Scott Tobacco LLC became parties to such indenture as guarantors. The foregoing guarantors are all subsidiaries of RAI. If a different indenture will govern the debt securities to be offered and sold hereunder, an indenture governing these securities will be filed with the SEC with a post-effective amendment to the registration statement of which this prospectus is a part.
 
The obligations of RAI under debt securities that it offers for sale from time to time will be guaranteed by certain of RAI’s subsidiaries, unless provided otherwise in the applicable prospectus supplement. RAI’s debt securities and any related guarantees may be secured as and to the extent described in the applicable prospectus supplement. Where applicable, the prospectus supplement also will describe any material United States federal income tax considerations relating to the securities offering.
 
RAI has summarized certain terms and provisions of the 2006 indenture, which includes the guarantees, below. The summary is not complete. The 2006 indenture has been incorporated by reference as an exhibit to the registration statement for these securities that RAI has filed with the SEC. See “Where You Can Find More Information” for information on how to obtain a copy of the 2006 indenture. The 2006 indenture is subject to and governed by the Trust Indenture Act of 1939, as amended.
 
Certain capitalized terms used in this section are defined below under “— Certain Definitions.”
 
General
 
The 2006 indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder and provides that debt securities may be issued thereunder from time to time in one or more series, established in or pursuant to a board resolution or in one or more supplemental indentures. RAI may specify a maximum aggregate amount for the debt securities of any series. Unless otherwise provided in a prospectus supplement, a series of debt securities may be reopened for issuance of additional debt securities of such series. All securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to any board resolution or supplemental indenture. All debt securities issued under the 2006 indenture will rank equally with each other and will be treated as a single class for certain purposes under the 2006 indenture, including with respect to amendments of the 2006 indenture and defaults affecting all series of notes issued under the 2006 indenture.
 
The prospectus supplement will describe the specific terms of any debt securities being offered, including some or all of the following:
 
  •  the title of the debt securities;
 
  •  the ranking of the specific series of debt securities and any related guarantees relative to other outstanding indebtedness, including that of our subsidiaries;
 
  •  the price at which the debt securities will be issued;


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  •  any limit upon the aggregate principal amount of the debt securities of any series;
 
  •  the date or dates on which the principal is payable and the record dates for such interest payment dates;
 
  •  the rate or rates at which the debt securities shall bear interest, if any, or the method by which such rate shall be determined;
 
  •  the date or dates from which interest shall accrue;
 
  •  the date or dates on which interest shall be payable;
 
  •  the place or places where the principal and any interest shall be payable;
 
  •  the price or prices at which, the period or periods within which and the terms and conditions upon which debt securities may be redeemed in whole or in part at the option of RAI;
 
  •  the obligation of RAI, if any, to redeem, purchase or repay debt securities pursuant to any sinking fund or otherwise;
 
  •  if other than denominations of $2,000 and any multiple thereof, the denominations in which the debt securities of the series shall be issuable;
 
  •  the period or periods within which, and the terms and conditions upon which, the debt securities shall be redeemed, purchased or repaid, in whole or in part at our option or at the option of the holder;
 
  •  if other than the principal amount thereof, the portion of the principal amount at which the debt securities will be issued and the portion of such principal amount which shall be payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy;
 
  •  whether the debt securities are issuable in global form or as uncertificated securities;
 
  •  any deletion from, modification of or addition to the events of default or covenants;
 
  •  any provisions granting special rights to holders when a specified event occurs;
 
  •  any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities; and
 
  •  any other terms of the series (which terms shall not be inconsistent with the provisions of the 2006 indenture).
 
The applicable prospectus supplement will also describe any collateral securing obligations under the debt securities and guarantees thereof, if any.
 
The 2006 indenture does not limit the ability of RAI or any of its subsidiaries, other than RJR in certain circumstances, to incur additional indebtedness. The 2006 indenture does not contain any cross-default or cross-acceleration provisions. There is no requirement that future issues of debt securities offered pursuant to the registration statement of which this prospectus forms a part be issued under the 2006 indenture, and we are free to employ other indentures or documentation, containing provisions different from those included in the indenture or applicable to one or more issues of debt securities issued under the indenture, in connection with future issues of such other debt securities.
 
The Guarantees
 
The subsidiaries of RAI that are parties to the 2006 indenture as guarantors, as described above, as well as any additional subsidiaries of RAI that guarantee RAI’s credit facilities, or any replacement or refinancing thereof, referred to as the credit facilities, unless provided otherwise in the applicable prospectus supplement, will fully, unconditionally and irrevocably guarantee, on a joint and several basis, the full and punctual payment of the principal of, premium, if any, and interest on debt securities issued under the 2006 indenture. All such subsidiaries of RAI are collectively referred to as the guarantors.


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The 2006 indenture provides that the obligations of each guarantor are limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of such guarantor (including, without limitation, any guarantees under RAI’s credit facilities) and after giving effect to any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the 2006 indenture, would cause the obligations of such guarantor under its guarantee not to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.
 
If a guarantor of the debt securities ceases to be a guarantor under RAI’s credit facilities, for any reason, such guarantor will be deemed released from all of its obligations under the 2006 indenture, and its guarantee of any debt securities issued thereunder will terminate. In addition, if at a time that the debt securities and related guarantees, if any, issued under the 2006 indenture are secured, the assets pledged as collateral therefor are no longer pledged as collateral for the obligations of RAI and any guarantors under RAI’s credit facilities (or any other indebtedness), generally these assets automatically will be released as collateral for the debt securities and any related guarantees. Unless otherwise provided in the applicable prospectus supplement, all of the entities that guarantee RAI’s obligations under its credit facilities will guarantee the obligations of RAI under the debt securities.
 
Covenants
 
Unless provided otherwise in the applicable prospectus supplement, the following covenants apply to the debt securities.
 
Restrictions on Liens
 
The 2006 indenture provides that RAI will not, and will not permit any Restricted Subsidiary, as defined below, to:
 
  •  mortgage or pledge as security for any indebtedness any Principal Property, as defined below, of RAI or a Restricted Subsidiary, whether such Principal Property is owned at the date of the 2006 indenture or thereafter acquired, unless RAI secures or causes such Restricted Subsidiary to secure the debt securities equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured;
 
  •  mortgage or pledge as security for any indebtedness any shares of stock, indebtedness or other obligations of RJR Tobacco, unless RAI pledges or secures or causes such Restricted Subsidiary to pledge or secure (1) such shares of stock, indebtedness or other obligations of RJR Tobacco to RAI equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured, and assign RAI’s security interest in such assets to the collateral agent to secure the debt securities equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured, or (2) the debt securities equally and ratably with all indebtedness secured with such mortgage or pledge, so long as such indebtedness shall be so secured; or
 
  •  mortgage or pledge as security for any public bonds or notes any shares of stock, indebtedness or other obligations of a subsidiary (other than that of RJR Tobacco) held by or owed to any of RAI or such Restricted Subsidiary, whether such shares of stock, indebtedness or other obligations are owned at the date of the 2006 indenture or thereafter acquired, unless RAI secures or causes such Restricted Subsidiary to secure the debt securities equally and ratably with all such public bonds or notes secured by such mortgage or pledge, so long as such public bonds or notes shall be so secured.
 
These covenants regarding liens do not apply in the case of:
 
  •  the creation of any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property acquired after the date of the 2006 indenture (including acquisitions by way of merger or consolidation) by RAI or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the


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  payment or financing of any part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property acquired after the date of the 2006 indenture existing at the time of such acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof; provided, that every such mortgage, pledge or lien referred to in this clause shall attach only to the shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property so acquired and fixed improvements thereon;
 
  •  any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property existing at the date of the 2006 indenture;
 
  •  any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property in favor of RAI or any Restricted Subsidiary;
 
  •  any mortgage, pledge or other lien on Principal Property being constructed or improved securing loans to finance such construction or improvements;
 
  •  any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property incurred in connection with the issuance of tax exempt governmental obligations; and
 
  •  any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses; provided, that in the case of a mortgage, pledge or other lien permitted under the second, third or fifth clauses above, the debt secured is not increased nor the lien extended to any additional assets.
 
Notwithstanding the foregoing, RAI or any Restricted Subsidiary may create or assume liens in addition to the permitted liens described above, and renew, extend or replace such liens, provided that at the time of such creation, assumption, renewal, extension or replacement, and after giving effect thereto, Exempted Debt, as defined below, does not exceed 10% of Consolidated Net Worth, as defined below.
 
Restrictions on Sale and Lease-Back Transactions
 
The 2006 indenture provides that RAI will not, and will not permit any Restricted Subsidiary to, sell or transfer, directly or indirectly, except to RAI or a Restricted Subsidiary, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided, that RAI or any Restricted Subsidiary may sell any such Principal Property and lease it back for a longer period if:
 
  •  RAI or such Restricted Subsidiary would be entitled, pursuant to the provisions of the 2006 indenture described above under “ — Restrictions on Liens,” to create a mortgage on the property to be leased securing Funded Debt, as defined below, in an amount equal to the Attributable Debt, as defined below, with respect to such sale and lease-back transaction without equally and ratably securing the outstanding debt securities issued under the 2006 indenture; or
 
  •  RAI promptly informs the trustee of such transaction, the net proceeds of such transaction are at least equal to the fair value (as determined by resolution of the board of directors of RAI) of such property and RAI causes an amount equal to the net proceeds of the sale to be applied to the retirement, within 120 days after receipt of such proceeds, of Funded Debt incurred or assumed by RAI or a Restricted Subsidiary (including the debt securities);
 
provided, further, that in lieu of applying all of or any part of such net proceeds to such retirement, RAI may, within 75 days after such sale, deliver or cause to be delivered to the applicable trustee for cancellation either debentures or notes evidencing Funded Debt of RAI (which may include outstanding debt securities) or of a Restricted Subsidiary previously authenticated and delivered by the applicable trustee, and not theretofore tendered for sinking fund purposes or called for a sinking fund or otherwise applied as a credit against an obligation to redeem or retire such notes or debentures. If RAI so delivers debentures or notes to the


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applicable trustee with an officers’ certificate, the amount of cash which RAI will be required to apply to the retirement of Funded Debt will be reduced by an amount equal to the aggregate of the then applicable optional redemption prices (not including any optional sinking fund redemption prices) of such debentures or notes, or if there are no such redemption prices, the principal amount of such debentures or notes; provided, that in the case of debentures or notes which provide for an amount less than the principal amount thereof to be due and payable upon a declaration of the maturity thereof, such amount of cash shall be reduced by the amount of principal of such debentures or notes that would be due and payable as of the date of such application upon a declaration of acceleration of the maturity thereof pursuant to the terms of the indenture pursuant to which such debentures or notes were issued.
 
Notwithstanding the foregoing, RAI or any Restricted Subsidiary may enter into sale and lease-back transactions in addition to those permitted in the foregoing paragraph and without any obligation to retire any outstanding debt securities or other Funded Debt, provided that at the time of entering into such sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 10% of Consolidated Net Worth.
 
Restrictions on Mergers and Sales of Assets
 
Nothing contained in the 2006 indenture will prevent any consolidation or merger of RAI into any other corporation or corporations (whether or not affiliated with RAI), or successive consolidations or mergers to which RAI or its successor will be a party, or will prevent any sale, lease or conveyance of the property of RAI, as an entirety or substantially as an entirety, provided that upon any such consolidation, merger, sale, lease or conveyance to which RAI is a party and in which RAI is not the surviving corporation, the due and punctual performance and observance of all of the covenants and conditions of the 2006 indenture to be performed or observed by RAI and the due and punctual payment of the principal of and interest on all of the debt securities and the guarantees, according to their tenor, shall be expressly assumed by supplemental indenture satisfactory in form to the trustee, executed and delivered to the trustee, by the corporation formed by such consolidation, or into which RAI shall have been merged, or which shall have acquired such property.
 
Unless otherwise provided in a prospectus supplement, holders of debt securities are not afforded any protection in the event of a decline in RAI’s credit quality resulting from a change of control transaction, a highly leveraged transaction or other similar transactions involving RAI or any of the Restricted Subsidiaries.
 
Restrictions on Incurrence of Indebtedness by RJR
 
The 2006 indenture prohibits RJR, at any time it does not guarantee the obligations of RAI under the notes, from creating, incurring, issuing, assuming, guaranteeing or otherwise becoming directly or indirectly liable, contingently or otherwise, with respect to any indebtedness to persons other than RAI or any of the subsidiary guarantors (excluding accounts payable) other than debt securities issued under the 2006 indenture, outstanding notes of RJR and RAI’s credit facilities.
 
Events of Default
 
The 2006 indenture provides that the following events will be events of default with respect to the debt securities of a series:
 
  •  default in payment of any principal of such series when the same shall become due and payable, either at maturity, upon any redemption, by declaration or otherwise;
 
  •  default for 30 days in payment of any interest on the debt securities of such series;
 
  •  default for 90 days after written notice in the observance or performance of any other covenant or agreement in respect of the debt securities of such series;
 
  •  certain events of bankruptcy, insolvency or reorganization;


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  •  any guarantee ceasing to be in full force and effect (except as contemplated by the terms of the 2006 indenture) or any guarantor denying or disaffirming in writing its obligations under the 2006 indenture or its guarantee; and
 
  •  at any time as such security is required under the 2006 indenture, any security document ceasing to be in full force and effect or ceasing to give the collateral agent the liens or any of the material rights, powers and privileges purported to be created thereby in favor of the collateral agent and such default continuing unremedied for a period of at least 30 days after written notice to RAI by the collateral agent.
 
The 2006 indenture provides that:
 
  •  if an event of default due to the default in payment of principal of, premium, if any, or any interest on, the debt securities of any series or due to the default in the performance, or breach of any other covenant or warranty of RAI applicable to the debt securities of such series but not applicable to other outstanding debt securities issued under the 2006 indenture shall have occurred and be continuing, either the trustee or the holders of not less than 25% in principal amount of the debt securities of each series affected by the default issued under the 2006 indenture then outstanding (voting as a single class) by notice in writing may then declare the principal of all debt securities of all such affected series and interest accrued thereon to be due and payable immediately; and
 
  •  if an event of default due to a default in the performance of any of the other covenants or agreements in the 2006 indenture applicable to all outstanding debt securities or due to certain events of bankruptcy, insolvency and reorganization of RAI or any other event of default provided in a supplemental indenture or board resolution relating to the debt securities shall have occurred and be continuing, either the trustee or the holders of not less than 25% in principal amount of all debt securities issued under the 2006 indenture then outstanding (treated as one class) by notice in writing may declare the principal of all such debt securities and interest accrued thereon to be due and payable immediately,
 
but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal of, premium, if any, or any interest on such debt securities) by the holders of a majority in principal amount of the debt securities of all affected series then outstanding.
 
The 2006 indenture contains a provision entitling the trustee, subject to the duty of the trustee during a default to act with the required standard of care, to be indemnified by the holders of debt securities before proceeding to exercise any right or power under the 2006 indenture at the request of such holders. Subject to such provisions in the 2006 indenture for the indemnification of the trustee and certain other limitations, the holders of a majority in aggregate principal amount of the debt securities of each affected series then outstanding (with each such series voting as a separate class) may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.
 
The 2006 indenture provides that no holder of debt securities may institute any action against RAI under the 2006 indenture (except actions for payment of overdue principal or interest) unless such holder previously shall have given to the trustee written notice of default and continuance thereof and unless the holders of not less than 25% in aggregate principal amount of the debt securities of each affected series then outstanding (treated as a single class) shall have requested the trustee to institute such action and shall have offered the trustee indemnity reasonably satisfactory to it, the trustee shall not have instituted such action within 60 days of such request and the trustee shall not have received direction inconsistent with such written request by the holders of a majority in principal amount of the debt securities of each affected series (treated as one class). The 2006 indenture contains a covenant that RAI will file annually, not more than four months after the end of its fiscal year, with the trustee a certificate that no default existed or a certificate specifying any default that existed.


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Modification of the 2006 Indenture
 
The 2006 indenture provides that RAI, any guarantors (each when authorized by a board resolution) and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to:
 
  •  add security in respect of debt securities;
 
  •  evidence the assumption by a successor corporation of the obligations of RAI and any guarantors;
 
  •  add covenants for the protection of the holders of debt securities or to add events of default;
 
  •  cure any ambiguity or correct any inconsistency in the 2006 indenture or to make other changes not materially adverse to the interest of holders of the debt securities;
 
  •  establish the forms or terms of additional series of debt securities;
 
  •  provide for uncertificated debt securities;
 
  •  evidence the acceptance of appointment by a successor trustee;
 
  •  add an additional guarantor; or
 
  •  comply with the Trust Indenture Act.
 
The 2006 indenture also contains provisions permitting RAI, the guarantors (each when authorized by a board resolution) and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of debt securities of all series then outstanding and affected (voting as one class), to add any provisions to, or change in any manner or eliminate any of the provisions of, the 2006 indenture or modify in any manner the rights of the holders of the debt securities of each series so affected; provided, that RAI and the trustee may not, without the consent of the holder of each outstanding debt security affected thereby:
 
  •  extend the final maturity of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on the redemption thereof or change the currency in which the principal thereof, premium, if any (including any amount in respect of original issue discount), or any interest thereon is payable, or reduce the amount of the principal of any original issue discount security payable upon acceleration or provable in bankruptcy, or alter certain provisions of the 2006 indenture relating to debt securities issued thereunder not denominated in U.S. dollars or impair the right to institute suit for the enforcement of any payment on any debt security when due or any right of repayment at the option of the holder of a debt security; or
 
  •  reduce the aforesaid percentage in principal amount of debt securities of any series, the consent of the holders of which is required for any such modification.
 
Defeasance
 
The 2006 indenture provides with respect to each series of debt securities that RAI and the guarantors, if any, as applicable, may elect:
 
  •  to be released from any and all obligations (except for the obligations to register the transfer or exchange of the debt securities of such series and RAI’s rights of optional redemption, if any, to replace mutilated, destroyed, lost or stolen debt securities of such series, rights of holders of debt securities to receive payments of principal thereof, premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), to maintain an office or agency in respect of the debt securities of such series and to hold moneys for payment in trust) with respect to debt securities of any series for which the exact amount of principal and interest due can be determined at the time of the deposit with the trustee as described below, and all the debt securities of such series are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption (the foregoing referred to as one-year defeasance);


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  •  to defease and be discharged from any and all obligations with respect to the debt securities of such series on the 91st day after the deposit with the trustee as described below (except for the obligations set forth as exceptions in the preceding clause) (the foregoing referred to as legal defeasance); or
 
  •  to be released from their obligations with respect to the debt securities of such series (except for the obligations set forth as exceptions in the first clause and the obligations to compensate and indemnify the trustee, to appoint a successor trustee, to repay certain moneys held by the paying agent and to return certain unclaimed moneys held by the trustee and to comply with the Trust Indenture Act) (the foregoing referred to as covenant defeasance),
 
upon the deposit with the trustee, in trust for such purpose, of cash or, in the case of debt securities payable in U.S. dollars, U.S. government obligations which through the payment of principal and interest in accordance with their terms will insure the availability of moneys sufficient, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent accountants, to pay the principal of, premium, if any, and any interest on the debt securities of such series, and any mandatory sinking fund thereon, on the due date thereof. Such a trust only may (except with respect to one-year defeasance or to the extent the terms of the debt securities of such series otherwise provide) be established, if among other things, RAI has delivered to the trustee an opinion of counsel that the holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such legal defeasance or covenant defeasance had not occurred. Such opinion, in the case of legal defeasance, must (except to the extent the terms of the debt securities of the relevant series otherwise provide) refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the 2006 indenture. If RAI exercises its legal defeasance or covenant defeasance option, the guarantees in effect at such time will terminate.
 
Satisfaction and Discharge
 
The 2006 indenture will be discharged and will cease to be of further effect (except as to certain rights and obligations as expressly provided in the 2006 indenture) as to all outstanding debt securities of any series under the 2006 indenture when:
 
  •  RAI or any guarantor has paid all amounts payable with respect to the debt securities of that series when due;
 
  •  all outstanding debt securities of that series have been delivered to the trustee for cancellation (except mutilated, defaced, destroyed, lost or stolen debt securities which have been replaced or paid); or
 
  •  all outstanding debt securities of that series not delivered to the trustee for cancellation either:
 
  •  have become due and payable,
 
  •  will become due and payable at their stated maturity within one year, or
 
  •  are to be called for redemption within one year; and
 
  •  RAI has deposited with the trustee any combination of money or government securities in trust sufficient to pay the entire indebtedness on the debt securities of that series when due.
 
Same-Day Settlement and Payment
 
Unless otherwise provided in a prospectus supplement, the debt securities will trade in the same-day funds settlement system of The Depository Trust Company, referred to as DTC, until maturity or until RAI issues the debt securities in definitive form. DTC will therefore require secondary market trading activity in the debt securities to settle in immediately available funds. RAI can give no assurance as to the effect, if any, of settlement in immediately available funds on trading activity in the debt securities.


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Transfer and Exchange
 
A holder may transfer or exchange debt securities in accordance with the 2006 indenture. Upon any transfer or exchange, the registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and RAI may require a holder to pay any taxes required by law or permitted by the 2006 indenture, including any transfer tax or other similar governmental charge payable in connection therewith. RAI is not required to transfer or exchange any debt security for a period of 15 days prior to a selection of debt securities to be redeemed, or to transfer or exchange any debt security selected for redemption, except the unredeemed portion of any debt security being redeemed in part. The debt securities will be issued in registered form and the registered holder of a debt security will be treated as the owner of such debt security for all purposes.
 
Book-Entry System; Delivery and Form
 
We expect the following provisions to apply to all debt securities:
 
Debt securities of each series will be in book-entry form and will be represented by one or more permanent global certificates in fully registered form without interest coupons, which we refer to as the Global Notes, and will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC, or another nominee designated by DTC (such nominee referred to as a Global Note Holder).
 
Beneficial interests in the Global Notes may not be exchanged for certificated notes except in the circumstances described below.
 
DTC is a limited-purpose trust company that was created to hold securities for its participating organizations (referred to herein, collectively, as the Participants), including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, Luxembourg and to facilitate the clearance and settlement of transactions in these securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks and trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, referred to as the Indirect Participants) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. Pursuant to procedures established by DTC, ownership of the debt securities will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of the Participants) and the records of the Participants (with respect to the interests of the Indirect Participants).
 
The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the debt securities will be limited to such extent.
 
So long as the Global Note Holder is the registered owner of any debt securities, the Global Note Holder will be considered the sole holder of outstanding debt securities represented by such Global Notes under the 2006 indenture. Except as provided below, owners of debt securities will not be entitled to have the debt securities registered in their names and will not be considered the owners or holders thereof under the 2006 indenture for any purpose, including with respect to the giving of any directions, instructions or approvals to the trustee thereunder. Neither RAI nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of debt securities held by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such debt securities.
 
Payments in respect of the principal of, premium, if any, and interest on any debt securities registered in the name of a Global Note Holder on the applicable record date will be payable by the trustee to or at the direction of such Global Note Holder in its capacity as the registered holder under the 2006 indenture. Under the terms of the 2006 indenture, RAI and the trustee may treat the persons in whose names any debt securities, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither RAI nor the trustee has or will have any


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responsibility or liability for the payment of such amounts to beneficial owners of the debt securities (including principal, premium, if any, and interest). RAI believes, however, that it is currently the policy of DTC to immediately credit the accounts of the relevant Participants with such payments, in amounts proportionate to their respective beneficial interests in the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of debt securities will be governed by standing instructions and customary practice and will be the responsibility of the Participants or the Indirect Participants.
 
Subject to certain conditions, any person having a beneficial interest in the Global Notes may, upon request to the trustee and confirmation of such beneficial interest by DTC or its Participants or Indirect Participants, exchange such beneficial interest for debt securities in definitive form. Upon any such issuance, the trustee is required to register such debt securities in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). Such debt securities would be issued in fully registered form.
 
If DTC is at any time unwilling or unable to continue as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depository registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the Global Note that had been held by the depository. In addition, the 2006 indenture permits RAI at any time and in RAI’s sole discretion to decide not to have the debt securities represented by one or more Global Notes. DTC has advised us that, under its current practices, it would notify its Participants of RAI’s request, but only will withdraw beneficial interest from the Global Notes at the request of each Participant. We would issue definitive certificates in exchange for any such interests withdrawn. Any debt securities issued in definitive form in exchange for the Global Notes will be registered in the name or names that the depository gives to the trustee or other relevant agent of theirs or ours. It is expected that the depository’s instructions will be based upon directions received by the depository from Participants with respect to ownership of beneficial interests in the Global Note that had been held by the depository.
 
Neither RAI nor the trustee will be liable for any delay by the Global Note Holder or DTC in identifying the beneficial owners of the debt securities and RAI and the trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Note Holder or DTC for all purposes.
 
Governing Law
 
The 2006 indenture, the debt securities and any related guarantees will be governed by the laws of the State of New York.
 
Concerning the Trustee
 
The Bank of New York Trust Company, N.A. is the trustee under the 2006 indenture. The trustee or its affiliates serve as trustee under the indentures related to notes issued by RAI’s direct, wholly owned subsidiary, R. J. Reynolds Tobacco Holdings, Inc., participate in RAI’s credit facilities and serve as transfer agent for the common stock of RAI. From time to time, RAI or its subsidiaries may enter into other relationships with the trustee or its affiliates.
 
Certain Definitions
 
Set forth below are certain of the defined terms used in the 2006 indenture.
 
“Attributable Debt” means, when used in connection with a sale and lease-back transaction, at any date as of which the amount thereof is to be determined, the product of:
 
  •  the net proceeds from such sale and lease-back transaction multiplied by
 
  •  a fraction, the numerator of which is the number of full years of the term of the lease relating to the property involved in such sale and lease-back transaction (without regard to any options to renew or


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  extend such term) remaining at the date of the making of such computation, and the denominator of which is the number of full years of the term of such lease measured from the first day of such term.
 
“Consolidated Net Worth” means, at any date of determination, the consolidated shareholders’ equity of RAI, as set forth on the then most recently available consolidated balance sheet of RAI and its consolidated Subsidiaries.
 
“Exempted Debt” means the sum, without duplication, of the following items outstanding as of the date Exempted Debt is being determined:
 
  •  indebtedness of RAI and the Restricted Subsidiaries incurred after the date of the 2006 indenture and secured by liens created, assumed or otherwise incurred or permitted to exist pursuant to the 2006 indenture described above under “ — Covenants — Restrictions on Liens;” and
 
  •  Attributable Debt of RAI and the Restricted Subsidiaries in respect of all sale and lease-back transactions with regard to any Principal Property entered into pursuant to the 2006 indenture described above under “ — Covenants — Restrictions on Sale and Lease-Back Transactions.”
 
“Funded Debt” means all indebtedness for money borrowed, including purchase money indebtedness, having a maturity of more than one year from the date of its creation or having a maturity of less than one year but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond one year from its creation.
 
“guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:
 
  •  to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or
 
  •  entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
 
provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.
 
“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
“Principal Property” means land, land improvements, buildings and associated factory and laboratory equipment owned or leased pursuant to a capital lease and used by RAI or a Restricted Subsidiary primarily for processing, producing, packaging or storing its products, raw materials, inventories, or other materials and supplies and located within the United States of America and having an acquisition cost plus capitalized improvements in excess of 2% of Consolidated Net Worth, as of the date of such determination, but not including any such property financed through the issuance of tax exempt governmental obligations, or any such property that has been determined by resolution of the board of directors of RAI not to be of material importance to the respective businesses conducted by RAI or such Restricted Subsidiary effective as of the date such resolution is adopted; provided, that “Principal Property” shall not include any property owned by Santa Fe or Lane.
 
“Restricted Subsidiary” means:
 
  •  any Subsidiary (other than Santa Fe or Lane and their respective subsidiaries) organized and existing under the laws of the United States of America and the principal business of which is carried on within the United States of America, which owns or is a lessee pursuant to a capital lease of any Principal


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  Property, and in which the investment of RAI and all of its Subsidiaries exceeds 5% of Consolidated Net Worth as of the date of such determination other than:
 
  •  each Subsidiary the major part of whose business consists of finance, banking, credit, leasing, insurance, financial services or other similar operations, or any combination thereof; and
 
  •  each Subsidiary formed or acquired after the date of the 2006 indenture for the purpose of acquiring the business or assets of another person and which does not acquire all or any substantial part of the business or assets of RAI or any Restricted Subsidiary; and
 
  •  RJR and Conwood Holdings, Inc.
 
However, the board of directors of RAI may declare any such Subsidiary to be a Restricted Subsidiary.
 
“Subsidiary” means any corporation of which at least a majority of all outstanding stock having by the terms thereof ordinary voting power in the election of directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation has or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by RAI, or by one or more Subsidiaries of RAI or by RAI and one or more Subsidiaries.


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PLAN OF DISTRIBUTION
 
We may sell the debt securities offered pursuant to this prospectus in any of the following ways:
 
  •  directly to one or more purchasers;
 
  •  through agents;
 
  •  through underwriters, brokers or dealers; or
 
  •  through a combination of any of these methods of sale.
 
We will identify the specific plan of distribution, including any underwriters, brokers, dealers, agents or direct purchasers and their compensation in a prospectus supplement.
 
WHERE YOU CAN FIND MORE INFORMATION
 
RAI is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act, and, in accordance with the requirements thereof, files reports, proxy statements and other information with the SEC. You may read or obtain copies of this information at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain the documents that RAI files electronically from the SEC’s web site at http://www.sec.gov.
 
RAI and certain of its direct and indirect, wholly owned subsidiaries have filed with the SEC a registration statement on Form S-3, of which this prospectus forms a part, under the Securities Act of 1933, as amended, in connection with their offering of the securities covered by this prospectus. This prospectus does not contain all of the information in the registration statement. You will find additional information about RAI, the other registrants and the securities covered hereby in the registration statement. Any statements made in this prospectus concerning the provisions of legal documents are not necessarily complete, and you should read the documents that are filed as exhibits to the registration statement. You may read and copy the registration statement, including its exhibits, at the SEC’s Public Reference Room or at the SEC’s web site as described above.
 
RAI’s SEC filings are also available at its web site at http://www.reynoldsamerican.com. Information with respect to RAI may also be obtained by writing or calling the Office of the Secretary, P.O. Box 2990, Winston-Salem, North Carolina 27102-2990; telephone number (336) 741-5162.
 
INCORPORATION BY REFERENCE
 
The SEC allows RAI to “incorporate by reference” into this prospectus information that RAI (SEC file number 1-32258) files with the SEC, which means that important information can be disclosed to you by referring you to those documents and those documents will be considered part of this prospectus. The information incorporated by reference is an important part of this prospectus. Certain information that is subsequently filed with the SEC will automatically update and supersede information in this prospectus and in earlier filings with the SEC. The information and documents listed below, which RAI has filed with the SEC, and any documents that RAI files with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of this offering, are incorporated by reference into this prospectus:
 
  •  RAI’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on February 27, 2007;
 
  •  RAI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed with the SEC on May 4, 2007;
 
  •  RAI’s Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2006, filed with the SEC on June 18, 2007;


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  •  RAI’s Current Reports on Form 8-K filed with the SEC on February 12, 2007, February 28, 2007, March 15, 2007, May 21, 2007, and June 18, 2007;
 
  •  The Conwood Company, LLC (formerly known as Conwood Company, L.P.), Conwood Sales Co., LLC (formerly known as Conwood Sales Co., L.P.), Rosswil LLC, Scott Tobacco LLC, Conwood LLC, Conwood-1 LLC, and Conwood-2 LLC, Combined Financial Statements as of and for the year ended December 31, 2005, included as Exhibit 99.1 to RAI’s Current Report on Form 8-K/A filed with the SEC on August 4, 2006; and
 
  •  The Conwood Company, LLC (formerly known as Conwood Company, L.P.), Conwood Sales Co., LLC (formerly known as Conwood Sales Co., L.P.), Rosswil LLC, Scott Tobacco LLC, Conwood LLC, Conwood-1 LLC, and Conwood-2 LLC, Combined Financial Statements (Unaudited) as of March 31, 2006, and for the three months ended March 31, 2006 and 2005, included as Exhibit 99.2 to RAI’s Current Report on Form 8-K/A filed with the SEC on August 4, 2006.
 
Each person to whom a copy of this prospectus is delivered, upon the oral or written request of such person, will be provided, without charge, a copy of any or all of the documents that are incorporated by reference herein, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents. Requests should be directed to the Office of the Secretary, P.O. Box 2990, Winston-Salem, North Carolina 27102-2990; telephone number (336) 741-5162. You may also obtain the documents incorporated by reference in this prospectus from the SEC as described above.
 
LEGAL MATTERS
 
In connection with particular offerings of the securities in the future, and if stated in the applicable prospectus supplements, the validity of those securities may be passed upon for the issuers by Kilpatrick Stockton LLP, Charlotte, North Carolina, and for any underwriters or agents by counsel named in the applicable prospectus supplement.
 
EXPERTS
 
The consolidated financial statements of RAI and subsidiaries as of December 31, 2006 and 2005, and for each of the years in the three-year period ended December 31, 2006, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2006, consolidated financial statements refers to the adoption of Statement of Financial Accounting Standards, No. 123(R), “Share-Based Payment” and Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.”
 
The combined financial statements of Conwood Company, LLC (formerly known as Conwood Company, L.P.), Conwood Sales Co., LLC (formerly known as Conwood Sales Co., L.P.), Scott Tobacco LLC, Rosswil LLC, Conwood LLC, Conwood-1 LLC and Conwood-2 LLC as of and for the year ended December 31, 2005, are incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.


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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14.   Other Expenses of Issuance and Distribution
 
The following table sets forth RAI’s estimate as to anticipated expenses and costs (other than underwriting discounts and commissions) expected to be incurred in connection with a distribution of the securities registered hereby:
 
         
SEC registration fee
  $ *  
Printing expenses
    40,000  
Legal fees and expenses
    275,000  
Accounting fees and expenses
    110,000  
Trustee fees and expenses
    30,000  
Rating agency fees and expenses
    **  
Miscellaneous expenses
    20,000  
         
Total
  $ 475,000  
         
 
 
*  Omitted because the fee is being deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r).
 
** Rating agency fees are calculated in part based on the amount of securities offered and, accordingly, cannot be estimated at this time.
 
Item 15.   Indemnification of Directors and Officers.
 
North Carolina Corporations
 
The following registrants are corporations incorporated under the laws of the state of North Carolina: Reynolds American Inc., referred to as RAI; R. J. Reynolds Tobacco Company, referred to as RJR Tobacco; and GMB, Inc., referred to as GMB.
 
Section 55-8-57 of the North Carolina Business Corporation Act, referred to as the NCBCA, permits a corporation, in its articles of incorporation or bylaws or by contract or resolution, to indemnify, or agree to indemnify, its directors, officers, employees or agents against liability and expenses (including attorneys’ fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation.
 
Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was made a party because he was or is a director or officer of the corporation against reasonable expenses actually incurred by the director or officer in connection with the proceeding. Unless prohibited by the articles of incorporation, a director or officer also may make application and obtain court-ordered indemnification if the court determines that such director or officer is fairly and reasonably entitled to such indemnification as provided in Sections 55-8-54 and 55-8-56 of the NCBCA.
 
Section 55-8-57 of the NCBCA authorizes a corporation to purchase and maintain insurance on behalf of an individual who was or is a director, officer, employee or agent of the corporation against certain liabilities incurred by such a person, whether or not the corporation is otherwise authorized by the NCBCA to indemnify that person.
 
Section 55-2-02 of the NCBCA enables a corporation in its articles of incorporation to eliminate or limit, with certain exceptions, the personal liability of directors for monetary damages for breach of their duties as


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directors. No such provision is effective to eliminate or limit a director’s liability for: (1) acts or omissions that the director at the time of the breach knew or believed to be clearly in conflict with the best interests of the corporation; (2) improper distributions as described in Section 55-8-33 of the NCBCA; (3) any transaction from which the director derived an improper personal benefit; or (4) acts or omissions occurring prior to the date the exculpatory provision became effective.
 
The articles of incorporation of RAI provide that RAI will indemnify, to the fullest extent permitted by the NCBCA, any person who was or is a director or officer of RAI who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, because such person was or is a director or officer of RAI or, while a director or officer of RAI, was serving at the request of RAI as a director, officer, partner, trustee, employee or agent of any other enterprise, plan or trust. RAI’s articles of incorporation also provide that RAI shall pay expenses incurred in connection with any such action, suit or proceeding in advance provided the director or officer agrees in writing to repay such amount if such person is ultimately determined not entitled to be indemnified against such expenses. The indemnification rights pursuant to RAI’s articles of incorporation are not exclusive.
 
RAI has entered into separate indemnification agreements with its directors and executive officers. Pursuant to these agreements, RAI will generally indemnify, defend and hold harmless an indemnitee to the fullest extent permitted or required by the laws of the North Carolina in effect on July 30, 2004, or as such laws may thereafter be amended to increase the scope of permitted indemnification, against all losses based upon, arising out of or resulting from any actual, alleged or suspected act or failure to act by an indemnitee in his or her capacity as a current or former, director, officer, employee or agent of RAI or as a director, officer, employee, member, manager, trustee or agent of any other entity or enterprise as to which an indemnitee is or was serving at the request of RAI, or in respect of any action or failure to act by an indemnitee in any business or other activity of RAI. An indemnitee generally is not entitled to indemnification pursuant to the agreements to the extent that any loss is determined to have resulted from the indemnitee’s knowing misconduct from which he or she derived a direct improper personal benefit. In the event an indemnitee is not wholly successful on the merits in a proceeding, the indemnitee generally only is entitled to indemnification if it is determined that at the time of the indemnitee’s conduct, the indemnitee did not know or believe such conduct to be clearly in conflict with the best interests of RAI. The agreements entitle an indemnitee to obtain advances of expenses from RAI, subject to conditions such as the indemnitee undertaking to repay RAI any advances he or she is not ultimately entitled to. The agreements also generally require RAI to use commercially reasonably efforts to maintain, for as long as an indemnitee is a director or officer of RAI and through the sixth anniversary of the indemnitee terminating such status, directors’ and officers’ liability insurance covering the indemnitee that is at least substantially comparable in scope and amount to that provided by RAI’s directors’ and officers’ coverage in effect at the time of execution of the indemnitee’s agreement.
 
Pursuant to the agreement related to the combination of RJR Tobacco and the U.S. tobacco business of Brown & Williamson Holdings, Inc., formerly known as Brown & Williamson Tobacco Corporation, referred to as B&W, RAI agreed to maintain, for a period of six years following the completion, on July 30, 2004, of such combination, policies of directors’ and officers’ liability insurance maintained by RJR, as hereafter defined, at the time of such completion, or policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured, with respect to claims arising from facts or events that occurred on or before October 27, 2003, the date of the business combination agreement. RAI is not required to spend in any one year an amount more than 200% of the annual premiums paid by RJR as of the date of the combination agreement for such insurance and if the annual premiums of such insurance coverage exceed this amount, RAI will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount.
 
RAI’s articles of incorporation further provide that, to the fullest extent permitted by the NCBCA, no person who is serving or who has served as a director of the corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director.


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The provisions in the articles of incorporation of RJR Tobacco with respect to indemnification of officers and directors and elimination of personal liability of directors are identical to those contained in RAI’s articles of incorporation.
 
The articles of incorporation of GMB provide that the corporation will, to the fullest extent permitted by the NCBCA, indemnify all persons it shall have the power to indemnify under the provisions of the NCBCA from and against any and all expenses and liabilities covered by such provisions. The articles of incorporation of GMB also provide for the elimination of the personal liability of directors to the fullest extent permitted by the NCBCA.
 
Delaware Corporations
 
The following registrants are corporations incorporated in the State of Delaware: R.J. Reynolds Tobacco Holdings, Inc., referred to as RJR; RJR Acquisition Corp., referred to as RJR Acquisition; Conwood Holdings, Inc., referred to as Conwood Holdings; R. J. Reynolds Tobacco Co., referred to as RJR Tobacco Co.; R. J. Reynolds Global Products, Inc., referred to as GPI; and FHS, Inc., referred to as FHS.
 
Section 145 of the Delaware General Corporation Law, referred to as the DGCL, provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
 
The DGCL further authorizes a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
 
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for payments of unlawful dividends or unlawful stock repurchases or redemptions or for any transaction from which the director derived an improper personal benefit.
 
The certificate of incorporation of RJR provides that RJR will indemnify, to the fullest extent permitted by the DGCL, any person who was or is a director or officer of RJR who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil,


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criminal, administrative or investigative, because such person was or is a director or officer of RJR or, while a director or officer of RJR, was serving at the request of RJR as a director, officer, partner, trustee, employee or agent of any other enterprise. RJR’s certificate of incorporation also provides that RJR shall pay expenses incurred in connection with any such action, suit or proceeding in advance provided the director or officer agrees in writing to repay such amount if such person is ultimately determined not entitled to be indemnified against such expenses. RJR’s certificate of incorporation further provides that, to the fullest extent permitted by the DGCL, no person who is serving or who has served as a director of the corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director.
 
The bylaws of RJR Acquisition provide that each person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, because that person is or was a director or officer of RJR Acquisition or is or was serving at the request of RJR Acquisition as a director or officer of another entity, shall be indemnified and held harmless by RJR Acquisition to the fullest extent permitted by Delaware law. This right to indemnification also includes the right to be paid expenses incurred in connection with that proceeding in advance of its final disposition to the fullest extent authorized by Delaware law. The certificate of incorporation of RJR Acquisition provides that no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except as otherwise provided by the DGCL.
 
The certificate of incorporation of Conwood Holdings provides that Conwood Holdings will indemnify, to the fullest extent permitted under the DGCL or any other applicable laws, any person who is a director or officer of the corporation, or each person who is or was serving or who has agreed to serve at the request of the board of directors of the corporation as an officer of the corporation or as an employee or agent of the corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise (including the heirs, executors, administrators or estate of such person). The certificate of incorporation of Conwood Holdings also provides that Conwood Holdings may enter into one or more agreements with any person to provide for indemnification greater or different than that provided in its certificate of incorporation.
 
The certificate of incorporation of GPI provides that GPI shall indemnify its directors and officers to the fullest extent permitted by law. The certificate further provides that GPI’s directors shall incur no personal liability to GPI or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that GPI’s directors continue to be subject to liability for any breach of their duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for liability under Section 174 of the DGCL (payment of dividends) and for transactions from which the director derived an improper personal benefit. In addition, the personal liability of directors shall further be limited or eliminated to the fullest extent permitted by any future amendments to Delaware law.
 
GPI’s bylaws provide that GPI shall indemnify any director, officer, other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of GPI by reason of the fact that he is or was serving at the request of a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, unless the act or the failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. GPI shall pay expenses incurred by an officer, director or other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by GPI. The indemnification and advancement of expenses provided by the bylaws are not exclusive of other rights. Effective immediately upon any modification of the DGCL which expands or enlarges the power or obligation of Delaware corporations to indemnify, or advance expenses to, directors, officers, employees and other agents of the corporation, GPI’s bylaws are deemed to have been amended for the benefit of its directors, officers, employees and other agents.


II-4

 

The certificate of incorporation of FHS provides for the indemnification of the corporation’s directors and officers to the fullest extent permitted by law and eliminates the personal liability of its directors to the corporation or its stockholders for any breach of fiduciary duty as a director other than any breach of the duty of loyalty, for acts not in good faith or which involve intentional misconduct or knowing violation of law, for acts or omissions arising under Section 174 of the DGCL (payment of dividends) or for any transaction for which the directors derived an improper personal benefit. The bylaws of FHS provide that its officers and directors shall be indemnified against any reasonable expense and any liability paid or incurred in connection with any actual or threatened claim, action suit or proceeding, whether brought by or in the right of the corporation or otherwise by reason of serving or having served as an officer or director of the corporation or an officer, director, employee, fiduciary or other representative of another entity at the request of FHS, so long as such indemnification does not contravene the DGCL or other applicable law and provided such officer or director acted in good faith and in a manner reasonably believed was in or not opposed to the best interest of the corporation and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The bylaws of FHS also provide that the indemnification provided for therein shall include the right to have expenses incurred by such person in connection with an action paid in advance of a final disposition of such action, subject to subsequent determination of the right to be so indemnified.
 
Delaware Limited Liability Companies
 
The following registrants are limited liability companies formed in the state of Delaware: Conwood Sales Co., LLC, referred to as Conwood Sales; Conwood Company, LLC, referred to as Conwood Company; Rosswil LLC, referred to as Rosswil; Scott Tobacco LLC, referred to as Scott Tobacco; and RJR Packaging, LLC, referred to as RJR Packaging.
 
Section 18-108 of the Delaware Limited Liability Company Act grants a Delaware limited liability company the power, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
 
The limited liability company agreement of each of Conwood Sales and Conwood Company provides that each of these entities will to the full extent permitted by the Delaware Limited Liability Company Act or other applicable law, indemnify, any of its manager, officers or member for any loss, damage or claim incurred by such person in good faith on behalf of Conwood Sales or Conwood Company, as the case may be, and in a manner reasonably believed to be within the scope of the authority conferred on such person under the entity’s limited liability company agreement, other than for any loss, damage or claim incurred by such person by reason of gross negligence or willful misconduct. The limited liability company agreements further provide that none of such persons shall be liable to Conwood Sales or Conwood Company, as the case may be, or their members for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of Conwood Sales or Conwood Company, as the case may be, and in a manner reasonably believed to be within the scope of the authority conferred on such person, other than for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct.
 
The limited liability company agreement of each of Rosswil and Scott Tobacco provides that no manager shall have any liability to Rosswil or Scott Tobacco, as the case may be, or any member for monetary damages for breach of fiduciary duty as a manager other than for any breach of such manager’s duty of loyalty to the entity or its members, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transactions from which such manager derived an improper personal benefit. These agreements also provide that each of these entities will, except as discussed below, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of Rosswil or Scott Tobacco, as the case may be, because such a person is or was a member, manager or officer, or is or was serving at the request of Rosswil or Scott Tobacco, as the case may be, as a manager, director, officer or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if


II-5

 

he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Rosswil or Scott Tobacco, as the case may be, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. No indemnification shall be made in respect of any claim, issue or matter as to which a member, manager or officer shall have been adjudged to be liable to the entity unless and to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The limited liability company agreement of each of Rosswil and Scott Tobacco also provides that expenses (including attorneys’ fees) incurred by a member, manager or officer shall be paid by Rosswil in advance of the final disposition of such action, suit or proceeding, subject to subsequent determination of the right to be so indemnified.
 
RJR Packaging’s operating agreement provides that RJR Packaging will indemnify, save harmless and pay all expenses of its sole member, RJR Tobacco, any stockholder, member, partner, beneficiary and other equity holder of its member, and any officers, directors, employees and agents of any of them, incurred by reason of any act performed or omitted in connection with the business of RJR Packaging.
 
In addition to the foregoing, pursuant to the purchase agreement entered into by RAI in connection with its acquisition of Conwood Sales, Conwood Company, Rosswil and Scott Tobacco, until May 31, 2012, each of these entities agreed to indemnify, to the maximum extent permitted by applicable law, any person who, as of May 31, 2006, was a current or former manager or officer of any of these entities, against all losses arising out of acts or omissions (or alleged acts or omissions) of any such person in the foregoing capacities, and further agreed that, prior to May 31, 2012, the provisions of the limited liability company agreements of these entities concerning the indemnification and elimination of liability of managers and officers would not be amended in any manner that would adversely affect the rights of such persons thereunder.
 
New York Corporation
 
Lane, Limited, referred to as Lane, is a corporation incorporated under the laws of the state of New York.
 
Article 7, Sections 721-726 of the New York Business Corporation Law, referred to as the NYBCL, provides for the indemnification and advancement of expenses to officers and directors for actions in their capacity as such. Under the NYBCL, a corporation may indemnify an officer or director, in the case of third party actions, against judgments, fines, amounts paid in settlement and reasonable expenses and, in the case of derivative actions, against amounts paid in settlement and reasonable expenses, provided that the director or officer acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe his or her conduct was unlawful. A corporation may obtain indemnification insurance indemnifying itself and its directors and officers. Indemnification and advancement pursuant to the NYBCL are not exclusive of any other rights an officer or director may be entitled to, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained a financial profit or other advantage to which he or she was not legally entitled.
 
The bylaws of Lane provide that Lane shall, to the fullest extent permitted by applicable law, indemnify or advance expenses on behalf of a director or officer of Lane in connection with any threatened, pending or completed action, suit or proceeding, including an action by or in the right of Lane to procure a judgment in its favor, and an action by or in the right of any other corporation of any type or kind, domestic or foreign or in any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of Lane, by reason of the fact that he or she is or was or has agreed to become a director or officer of Lane, or is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, for or against judgments, fines, amounts paid or to be paid in settlement, taxes or penalties or costs, charges and expenses, including attorney’s fees, incurred in connection with such action or proceeding or any appeal therefrom. No indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the


II-6

 

director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. In addition, the bylaws of Lane provide that the right to be indemnified and the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition shall not be exclusive of any other right which any person may have or acquire under any statute, provision of Lane’s certificate of incorporation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise.
 
New Mexico Corporation
 
Santa Fe Natural Tobacco Company, Inc., referred to as Santa Fe, is a corporation incorporated under the laws of the state of New Mexico.
 
Section 53-11-4.1 of the New Mexico Business Corporation Act, referred to as the NMBCA, empowers a corporation to indemnify any officer or director against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, if the person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation, and with respect to a criminal proceeding, had no reasonable cause to believe the person’s conduct was unlawful. This section empowers a corporation to maintain insurance or furnish similar protection, including, but not limited to, providing a trust fund, a letter of credit, or self-insurance on behalf of any officer or director against any liability asserted against and incurred by the person in such capacity whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this section. The indemnification authorized by Section 53-11-4.1 is not exclusive of any other rights to which an officer or director may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.
 
The restated articles of incorporation of Santa Fe provide for the indemnification of each of the corporation’s directors, officers and/or employees or any former director, officer and/or employee, or any person who has served at the request of the corporation as a director or officer of another corporation in which the corporation owns shares of stock or of which it is a creditor, and the personal representative of any such persons, against costs and expenses actually and necessarily incurred by such person in connection with the defense of any action or proceeding in which such person is made a party by reason of being or having been a director, officer and/or employee, except in relation to matters as to which such person is adjudged in such action or proceeding to be liable for actual fraud in the performance of his or her duties. The right to indemnification also includes the right to be paid immediately the costs and expenses of any such action or proceeding upon the incurrence of any such cost or expense. If such director, officer and/or employee or former director, officer and/or employee is adjudged in any action or proceeding to be liable of actual fraud in the performance of his or her duties, such person shall be liable to repay the corporation for any such costs or expenses incurred and paid by the corporation.
 
The bylaws of Santa Fe provide that Santa Fe shall indemnify its past, present and future directors and officers (and their executors, administrators or other legal representative) and hold them harmless to the fullest extent of Santa Fe’s power to do so under the NMBCA, from and against judgments, penalties, fines, settlements and reasonable expenses actually incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the extent that any such director or officer is made a party to such proceeding by reason of the fact that the person is or was a director or officer of Santa Fe (or served at the request of Santa Fe as a director, officer, partner, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other incorporated or unincorporated enterprise, including service with respect to employee benefit plans or trusts), except in relation to matters as to which any such officer or director shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct of his or her duties. The bylaws of Santa Fe further provide that Santa Fe shall indemnify its past, present and future directors and officers (and their executors, administrators or other legal representative) from and against all reasonable expense incurred by any such person in defending claims made or suits or proceedings brought against him or her as a director or officer.


II-7

 

Directors’ and Officers’ Insurance
 
Under insurance policies maintained by RAI, the directors and officers of RAI and the other registrants are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers, including liabilities under the Securities Act. These insurance policies are designed to make payments on behalf of RAI and the other registrants to their directors and officers pursuant to the indemnification provisions described above as well as with respect to non-indemnifiable claims. These insurance policies maintained by RAI satisfy its obligations under its indemnification agreements with directors and officers and under the 2004 business combination agreement relating to the combination of the U.S. tobacco business of B&W and RJR Tobacco.
 
Item 16.   Exhibits
 
         
  1 .1*   Form of Underwriting Agreement.
  4 .1   Indenture dated as of May 31, 2006, by and among Reynolds American Inc., as issuer, Santa Fe Natural Tobacco Company, Inc., Lane Limited, R. J. Reynolds Tobacco Company, RJR Acquisition Corp., R. J. Reynolds Tobacco Co., FHS, Inc., GMB, Inc., Conwood Holdings, Inc., Conwood Company, L.P., Conwood Sales Co., L.P. and Rosswil LLC, as guarantors, and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Current Report on Form 8-K dated May 31, 2006, and filed with the Securities and Exchange Commission on June 6, 2006).
  4 .2   First Supplemental Indenture, dated September 30, 2006, to Indenture, dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Current Report on Form 8-K dated September 30, 2006, and filed with the Securities and Exchange Commission on October 2, 2006).
  4 .4*   Forms of Debt Securities.
  5 .1   Opinion of Kilpatrick Stockton LLP.
  12 .1   Computation of Ratio of Earnings to Fixed Charges/Deficiency in the Coverage of Fixed Charges by Earnings Before Fixed Charges.
  23 .1   Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
  23 .2   Consent of KPMG LLP, Greensboro, North Carolina.
  23 .3   Consent of KPMG LLP, Memphis, Tennessee.
  24 .1   Power of Attorney for directors and certain officers of Reynolds American Inc.
  24 .2   Powers of Attorney of the Registrants other than Reynolds American Inc. (contained on the signature pages).
  25 .1   Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as trustee under Reynolds American Inc.’s Indenture dated May 31, 2006.
 
 
*  To be filed subsequently with a post-effective amendment to the registration statement or incorporated herein by reference from a Current Report on Form 8-K.


II-8

 

 
Item 17.   Undertakings
 
The undersigned registrants hereby undertake:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrants pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities in the post-effective amendment at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
 
(i) if the registrants are relying on Rule 430B;
 
(A) each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
 
(B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration


II-9

 

statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
 
(ii) if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
 
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
 
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrants; and
 
(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
 
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of RAI’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been informed that in the opinion of the Securities and Exchange Commission this type of indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
(8) Each of the undersigned registrants hereby undertakes that:
 
(i) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under


II-10

 

the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
(ii) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(9) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.


II-11

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
REYNOLDS AMERICAN INC.
 
  By: 
/s/  Susan M. Ivey
Name: Susan M. Ivey
  Title:  Chairman of the Board, President and
Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Susan M. Ivey

Susan M. Ivey 		  Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
     
/s/  Dianne M. Neal

Dianne M. Neal 		  Executive Vice President and Chief Financial Officer (Principal Financial Officer)
     
/s/  Thomas R. Adams

Thomas R. Adams 		  Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
     
*

Betsy S. Atkins 		  Director
     
*

John T. Chain, Jr. 		  Director
     
*

Martin D. Feinstein 		  Director
     
*

Nana Mensah 		  Director
     
*

Antonio Monteiro de Castro 		  Director
     
*

H.G.L. (Hugo) Powell 		  Director
     
*

Joseph P. Viviano 		  Director


II-12

 

         
Signature
 
Title
 
*

Thomas C. Wajnert 		  Director
     
*

Neil R. Withington 		  Director
         
*By:  
/s/  McDara P. Folan, III

McDara P. Folan, III
Attorney-in-Fact 		   

II-13

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
R. J. REYNOLDS TOBACCO COMPANY
 
  By: 
/s/  Daniel M. Delen
Name: Daniel M. Delen
  Title:  President and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Susan M. Ivey

Susan M. Ivey 		  Chairman of the Board and Director
     
/s/  Daniel M. Delen

Daniel M. Delen 		  President, Chief Executive Officer and Director
(Principal Executive Officer)
     
/s/  Andrew D. Gilchrist

Andrew D. Gilchrist 		  Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
     
/s/  Daniel D. Snyder

Daniel D. Snyder 		  Director


II-14

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
R. J. REYNOLDS TOBACCO CO.
 
  By: 
/s/  Luis R. Davila
Name: Luis R. Davila
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Luis R. Davila

Luis R. Davila 		  President (Principal Executive Officer)
     
/s/  Daniel A. Fawley

Daniel A. Fawley 		  Vice President and Treasurer (Principal Financial Officer
and Principal Accounting Officer)
     
/s/  McDara P. Folan, III

McDara P. Folan, III 		  Director


II-15

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
RJR ACQUISITION CORP.
 
  By: 
/s/  McDara P. Folan, III
Name: McDara P. Folan, III
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  McDara P. Folan, III

McDara P. Folan, III 		  President and Director (Principal Executive Officer)
     
/s/  Caroline M. Price

Caroline M. Price 		  Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
     
/s/  Kathryn A. Premo

Kathryn A. Premo 		  Director


II-16

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
FHS, INC.
 
  By: 
/s/  Caroline M. Price
Name: Caroline M. Price
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Caroline M. Price

Caroline M. Price 		  President and Director (Principal Executive Officer)
     
/s/  Kathryn A. Premo

Kathryn A. Premo 		  Treasurer and Director (Principal Financial Officer)
     
/s/  Vernon A. Stewart

Vernon A. Stewart 		  Vice President and Director (Principal Accounting Officer)


II-17

 

         
Signature
 
Title
 
/s/  Gordon W. Stewart

Gordon W. Stewart 		  Director
     
/s/  Mark R. Tolland

Mark R. Tolland 		  Director

II-18

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
GMB, INC.
 
  By: 
/s/  Steven A. Quiggle
Name: Steven A. Quiggle
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Steven A. Quiggle

Steven A. Quiggle 		  President and Director (Principal Executive Officer)
     
/s/  Daniel A. Fawley

Daniel A. Fawley 		  Treasurer (Principal Financial Officer and
Principal Accounting Officer)
     
/s/  Guy M. Blynn

Guy M. Blynn 		  Director
     
/s/  Randel S. Springer

Randel S. Springer 		  Director


II-19

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
LANE, LIMITED
 
  By: 
/s/  Phillip N. Gee
Name: Phillip N. Gee
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Phillip N. Gee

Phillip N. Gee 		  President (Principal Executive Officer)
     
/s/  Mark A. Peters

Mark A. Peters 		  Vice President-Finance, Treasurer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer)
     
/s/  Jeffrey A. Eckmann

Jeffrey A. Eckmann 		  Director


II-20

 

         
Signature
 
Title
 
/s/  McDara P. Folan, III

McDara P. Folan, III 		  Director
     
/s/  William McNeeley Rosson

William McNeeley Rosson 		  Director
     
/s/  Robert H. Krauch

Robert H. Krauch 		  Director
     
/s/  Ricky L. King

Ricky L. King 		  Director

II-21

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
SANTA FE NATURAL TOBACCO COMPANY, INC.
 
  By: 
/s/  Richard M. Sanders
Name: Richard M. Sanders
  Title:  President and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Richard M. Sanders

Richard M. Sanders 		  President and Chief Executive Officer
(Principal Executive Officer)
     
/s/  John E. Franzino

John E. Franzino 		  Senior Vice President-Finance and Accounting, Chief Financial Officer and Treasurer (Principal Financial Officer and
Principal Accounting Officer)
     
/s/  McDara P. Folan, III

McDara P. Folan, III 		  Director


II-22

 

         
Signature
 
Title
 
/s/  Michael O. Johnson

Michael O. Johnson 		  Director
     
/s/  Jeffrey A. Eckmann

Jeffrey A. Eckmann 		  Director

II-23

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
ROSSWIL LLC
 
  By: 
/s/  Wiley D. Street
Name: Wiley D. Street
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Wiley D. Street

Wiley D. Street 		  President (Principal Executive Officer)
     
/s/  Daniel A. Fawley

Daniel A. Fawley 		  Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
     
/s/  McDara P. Folan, III

McDara P. Folan, III 		  Manager
     
/s/  Jeffrey A. Eckmann

Jeffrey A. Eckmann 		  Manager


II-24

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
CONWOOD COMPANY, LLC
 
  By: 
/s/  William McNeeley Rosson
Name: William McNeeley Rosson
  Title:  President and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  William McNeeley Rosson

William McNeeley Rosson 		  President, Chief Executive Officer and Manager
(Principal Executive Officer)
     
/s/  Mark A. Peterss

Mark A. Peters 		  Vice President, Chief Financial Officer and Manager
(Principal Financial Officer and Principal Accounting Officer)
     
/s/  Wiley D. Street

Wiley D. Street 		  Manager
     
/s/  Jeffrey A. Eckmann

Jeffrey A. Eckmann 		  Manager


II-25

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
CONWOOD SALES CO., LLC
 
  By: 
/s/  William McNeeley Rosson
Name: William McNeeley Rosson
  Title:  President and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  William McNeeley Rosson

William McNeeley Rosson 		  President, Chief Executive Officer and Manager (Principal Executive Officer)
     
/s/  Mark A. Peters

Mark A. Peters 		  Vice President, Chief Financial Officer and Manager (Principal Financial Officer and Principal Accounting Officer)
     
/s/  Wiley D. Street

Wiley D. Street 		  Manager
     
/s/  Jeffrey A. Eckmann

Jeffrey A. Eckmann 		  Manager


II-26

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
CONWOOD HOLDINGS, INC.
 
  By: 
/s/  Daniel A. Fawley
Name: Daniel A. Fawley
  Title:  Vice President and Treasurer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Jeffrey A. Eckmann

Jeffrey A. Eckmann 		  President (Principal Executive Officer)
     
/s/  Daniel A. Fawley

Daniel A. Fawley 		  Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
     
/s/  McDara P. Folan, III

McDara P. Folan, III 		  Director


II-27

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
R.J. REYNOLDS TOBACCO HOLDINGS, INC.
 
  By: 
/s/  Dianne M. Neal
Name: Dianne M. Neal
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Dianne M. Neal

Dianne M. Neal 		  President (Principal Executive Officer)
     
/s/  Daniel A. Fawley

Daniel A. Fawley 		  Senior Vice President, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)
     
/s/  McDara P. Folan, III

McDara P. Folan, III 		  Director


II-28

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
RJR PACKAGING, LLC
 
  By: 
/s/  Andrew D. Gilchrist
Name: Andrew D. Gilchrist
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Andrew D. Gilchrist

Andrew D. Gilchrist 		  President (Principal Executive Officer)
     
/s/  Daniel A. Fawley

Daniel A. Fawley 		  Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
         
         


II-29

 

         
Signature
 
Title
 
R. J. Reynolds Tobacco Company    
         
By:  
/s/  Daniel A. Fawley

Name: Daniel A. Fawley
Title: Senior Vice President and Treasurer 		  Sole Member
     
/s/  Susan M. Ivey

Susan M. Ivey 		  Director of Sole Member
     
/s/  Daniel M. Delen

Daniel M. Delen 		  Director of Sole Member
     
/s/  Daniel D. Snyder

Daniel D. Snyder 		  Director of Sole Member

II-30

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
R. J. REYNOLDS GLOBAL PRODUCTS, INC.
 
  By: 
/s/  Luis R. Davila
Name: Luis R. Davila
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
     
/s/  Luis R. Davila

Luis R. Davila 		  President and Director (Principal Executive Officer)
     
/s/  R. Scott Schmalfeldt

R. Scott Schmalfeldt 		  Vice President-Finance (Principal Financial Officer and Principal Accounting Officer)
     
/s/  Jeffrey A. Eckmann

Jeffrey A. Eckmann 		  Director


II-31

 

         
Signature
 
Title
 
/s/  McDara P. Folan, III

McDara P. Folan, III 		  Director
     
/s/  Thomas R. Adams

Thomas R. Adams 		  Director

II-32

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Winston-Salem, State of North Carolina, on June 18, 2007.
 
SCOTT TOBACCO LLC
 
  By: 
/s/  Danny A. Howell
Name: Danny A. Howell
  Title:  President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of June 18, 2007.
 
         
Signature
 
Title
 
/s/  Danny A. Howell

Danny A. Howell 		  President and Manager (Principal Executive Officer)
     
/s/  Daniel A. Fawley

Daniel A. Fawley 		  Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
     
/s/  William McNeeley Rosson

William McNeeley Rosson 		  Manager
     
/s/  Jeffrey A. Eckmann

Jeffrey A. Eckmann 		  Manager


II-33

 

EXHIBIT INDEX
 
         
  1 .1*   Form of Underwriting Agreement.
  4 .1   Indenture dated as of May 31, 2006, by and among Reynolds American Inc., as issuer, Santa Fe Natural Tobacco Company, Inc., Lane Limited, R. J. Reynolds Tobacco Company, RJR Acquisition Corp., R. J. Reynolds Tobacco Co., FHS, Inc., GMB, Inc., Conwood Holdings, Inc., Conwood Company, L.P., Conwood Sales Co., L.P. and Rosswil LLC, as guarantors, and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Current Report on Form 8-K dated May 31, 2006, and filed with the Securities and Exchange Commission on June 6, 2006).
  4 .2   First Supplemental Indenture, dated September 30, 2006, to Indenture, dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Current Report on Form 8-K dated September 30, 2006, and filed with the Securities and Exchange Commission on October 2, 2006).
  4 .4*   Forms of Debt Securities.
  5 .1   Opinion of Kilpatrick Stockton LLP.
  12 .1   Computation of Ratio of Earnings to Fixed Charges/Deficiency in the Coverage of Fixed Charges by Earnings Before Fixed Charges.
  23 .1   Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
  23 .2   Consent of KPMG LLP, Greensboro, North Carolina.
  23 .3   Consent of KPMG LLP, Memphis, Tennessee.
  24 .1   Power of Attorney for directors and certain officers of Reynolds American Inc.
  24 .2   Powers of Attorney of the Registrants other than Reynolds American Inc. (contained on the signature pages).
  25 .1   Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as trustee under Reynolds American Inc.’s Indenture dated May 31, 2006.
 
 
* To be filed subsequently with a post-effective amendment to the registration statement or incorporated herein by reference from a Current Report on Form 8-K.

EX-5.1 2 g07917sexv5w1.htm EXHIBIT 5.1 Exhibit 5.1
 

Exhibit 5.1
[Kilpatrick Stockton LLP Letterhead]
June 18, 2007
Reynolds American Inc.
401 North Main Street
Winston-Salem, North Carolina 27101
     Re: Reynolds American Inc. — Registration Statement on Form S-3
Ladies and Gentlemen:
     We have acted as counsel to Reynolds American Inc., a North Carolina corporation (“RAI”), and RAI’s subsidiaries, Conwood Company, LLC (formerly known as Conwood Company, L.P.), a Delaware limited liability company, Conwood Holdings, Inc., a Delaware corporation, Conwood Sales Co., LLC (formerly known as Conwood Sales Co., L.P.), a Delaware limited liability company, FHS, Inc., a Delaware corporation, GMB, Inc., a North Carolina corporation, Lane Limited, a New York corporation, R. J. Reynolds Global Products, Inc., a Delaware corporation, R. J. Reynolds Tobacco Company, a North Carolina corporation, R. J. Reynolds Tobacco Co., a Delaware corporation, R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation, RJR Acquisition Corp., a Delaware corporation, RJR Packaging, LLC, a Delaware limited liability company, Rosswil LLC, a Delaware limited liability company, Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation, and Scott Tobacco, LLC, a Delaware limited liability company (each, a “Guarantor” and, collectively, the “Guarantors”), in connection with a Registration Statement on Form S-3 (the “Registration Statement”), filed today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”), relating to the offering by RAI from time to time of an indeterminate amount of its debt securities (the “Debt Securities”). The Debt Securities will be issued pursuant to an indenture dated as of May 31, 2006, as amended by a first supplemental indenture dated as of September 30, 2006, among RAI, as issuer, the Guarantors, as guarantors, and The Bank of New York Trust Company, N.A., as trustee (as amended, the “2006 Indenture”). The 2006 Indenture provides for the guarantee of the payment of the Debt Securities, as and to the extent set forth therein (the “Guarantees”), by the Guarantors. The Registration Statement also relates to the offering by the Guarantors from time to time of the Guarantees. The offering of the Debt Securities and the Guarantees will be made as set forth in the prospectus contained in the Registration Statement (the “Prospectus”), as that prospectus is supplemented by one or more prospectus supplements from time to time.
     In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such records, certificates of corporate officers and

 

 

Reynolds American Inc.
June 18, 2007
Page 2
government officials, instruments and other documents, as we have deemed necessary or appropriate for purposes of this opinion. As to any facts material to the opinions expressed herein, we have relied upon statements and representations of officers and other representatives of RAI, the Guarantors and others, without independent verification of their accuracy.
     In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto (other than RAI and the Guarantors) had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. We have also assumed that: (i) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become and remain effective, will not be subject to any stop order and will comply with all applicable laws; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities to be offered for sale thereby and any related Guarantees offered thereby in accordance with all applicable laws; (iii) all Debt Securities and any Guarantees will be issued and sold in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; and (iv) a definitive underwriting or similar agreement with respect to Debt Securities and any related Guarantees offered will have been duly authorized and validly executed and delivered by RAI, any Guarantor and the other parties thereto.
     In rendering our opinions below, we have also assumed that: (i) the Trustee is and has been duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the 2006 Indenture; (ii) the 2006 Indenture has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, the Trustee, enforceable against the Trustee in accordance with its terms; (iii) the Trustee is in compliance, generally and with respect to acting as a trustee under the 2006 Indenture, with all applicable laws and regulations; (iv) the Trustee had and has the requisite organizational and legal power and authority to perform its obligations under the 2006 Indenture; and (v) the Debt Securities (which include any Guarantees) will be duly authenticated by the Trustee in the manner provided in the 2006 Indenture.
     Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that:
     1. With respect to the Debt Securities to be offered and sold pursuant to the Registration Statement, such Debt Securities will be validly issued and will constitute valid and binding obligations of RAI, enforceable against RAI in accordance with their terms, if, at the time of issuance of such Debt Securities (i) the 2006 Indenture is in full force and effect and is

 

 

Reynolds American Inc.
June 18, 2007
Page 3
duly qualified under the Trust Indenture Act of 1939, as amended, (ii) the Board of Directors of RAI or a duly constituted and acting committee thereof and any officers of RAI delegated such authority have taken all necessary corporate action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof, and related matters, and (iii) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the 2006 Indenture and the applicable definitive underwriting or similar agreement, upon payment of the consideration therefor provided for therein.
     2. With respect to the Guarantees to be issued and sold pursuant to the Registration Statement, the Guarantees will be the legal, valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms at such time as: (i) the 2006 Indenture is in full force and effect and is duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the Board of Directors of each Guarantor or similar governing body with respect to Guarantors organized as limited liability companies, or a duly constituted and acting committee thereof and any officers delegated such authority have taken all necessary action, corporate or other, to approve the issuance and terms of such Guarantees, the terms of the offering thereof and related matters; and (iii) the Debt Securities are executed by RAI and authenticated by the Trustee and executed by each Guarantor in accordance with the provisions of the 2006 Indenture.
     We are opining herein as to the effect on the subject transaction only of the federal laws of the United States, the General Corporation Law of the State of Delaware (and the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law), the Delaware Limited Liability Company Act, the laws of the State of North Carolina and the laws of the State of New York. We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.
     Our opinions set forth above are subject to: (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally; and (ii) general principles of equity (whether applied in a proceeding at law or in equity) including, without limitation, standards of materiality, good faith, fair dealing and reasonableness in the interpretation and enforcement of contracts and the discretion of the court before which any proceeding may be brought, and the application of such principles to limit the availability of equitable remedies such as specific performance.
     This opinion has been prepared for your use in connection with the Registration Statement. We assume no obligation to advise you of any change in the foregoing subsequent to the effectiveness of the Registration Statement even though the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.
     We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus included therein. In giving this consent, we do not hereby admit that we come within the category of

 

 

Reynolds American Inc.
June 18, 2007
Page 4
persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.
 
Very truly yours

/s/ Kilpatrick Stockton LLP

KILPATRICK STOCKTON LLP

 

EX-12.1 3 g07917sexv12w1.htm EXHIBIT 12.1 Exhibit 12.1
 

EXHIBIT 12.1
REYNOLDS AMERICAN INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES/DEFICIENCY
IN THE COVERAGE OF FIXED CHARGES BY EARNINGS BEFORE FIXED CHARGES
(Dollars in Millions)
(Unaudited)
                                                         
                                            For the Three  
                                            Months Ended  
    For the Years Ended December 31,     March 31  
    2002     2003     2004     2005     2006     2006     2007  
Earnings before fixed charges:
                                                        
Income (loss) from continuing operations before income taxes
   $ 683     $ (3,918 )   $ 829     $ 1,416     $ 1,809     $ 447     $ 524  
Addback (deduct): Loss (income) on equity investment
     —       5       (9 )     (10 )     (17 )     (2 )     (2 )
 
                                          
 
     683       (3,913 )     820       1,406       1,792       445       522  
Interest and debt expense (1)
     147       111       85       113       270       35       89  
Interest portion of rental expense
     15       12       12       12       8       3       2  
 
                                          
Earnings (loss) before fixed charges
   $ 845     $ (3,790 )   $ 917     $ 1,531     $ 2,070     $ 483     $ 613  
 
                                          
Fixed Charges:
                                                        
Interest and debt expense (1)
   $ 147     $ 111     $ 85     $ 113     $ 270     $ 35     $ 89  
Interest portion of rental expense
     15       12       12       12       8       3       2  
 
                                          
Total fixed charges
   $ 162     $ 123     $ 97     $ 125     $ 278     $ 38     $ 91  
 
                                          
Ratio of earnings to fixed charges
     5.2       —       9.5       12.2       7.4       12.7       6.7  
 
                                          
Deficiency in the coverage of fixed charges by earnings before fixed charges
   $ —     $ (3,913 )   $ —     $ —     $ —     $ —     $ —  
 
                                          
 
(1)   RAI classifies interest expense recognized on uncertain tax positions as income tax expense under the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.” Accordingly, this amount is excluded from the interest expense portion of fixed charges in the ratio of earnings to fixed charges.

EX-23.2 4 g07917sexv23w2.htm EXHIBIT 23.2 Exhibit 23.2
 

Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Reynolds American Inc.:
We consent to the use of our reports, dated February 27, 2007, with respect to the consolidated balance sheets of Reynolds American Inc. as of December 31, 2006 and 2005, and related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus. Our audit report covering the December 31, 2006, consolidated financial statements refers to the adoption of Statement of Financial Accounting Standards, No. 123(R), “Share-Based Payment” and Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.”
/s/ KPMG LLP
Greensboro, North Carolina
June 15, 2007

EX-23.3 5 g07917sexv23w3.htm EXHIBIT 23.3 Exhibit 23.3
 

Exhibit 23.3
Consent of Independent Auditors
The Members:
Conwood Company, L.P., Conwood Sales Co., L.P.,
Scott Tobacco LLC, Rosswil LLC, Conwood LLC,
Conwood-1 LLC, and Conwood-2 LLC
We consent to the incorporation by reference herein of our report dated April 18, 2006, except for note 12, which is dated April 25, 2006, with respect to the combined balance sheet of Conwood Company, L.P., Conwood Sales Co., L.P., Scott Tobacco LLC, Rosswil LLC, Conwood LLC, Conwood-1 LLC, and Conwood-2 LLC as of December 31, 2005 and the related combined statements of income, members’ capital and comprehensive income and cash flows for the year then ended, which report appears in the Current Report on Form 8-K/A of Reynolds American, Inc. dated August 4, 2006 and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Memphis, Tennessee
June 15, 2007

EX-24.1 6 g07917sexv24w1.htm EXHIBIT 24.1 Exhibit 24.1
 

Exhibit 24.1
REYNOLDS AMERICAN INC.
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, in his or her capacity as a director or officer or both, of Reynolds American Inc. (the “Company”), does hereby designate, constitute and appoint McDara P. Folan, III, and Robert A. Emken, Jr., and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with a registration statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an indeterminate principal amount or number of debt securities of the Company, and guarantees of such debt securities by certain subsidiaries of the Company, including, without limiting the generality of the foregoing, to execute the Registration Statement on his or her behalf as a director or officer of the Company, and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-3 or otherwise, and any new registration statement related thereto, filed under Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney this 11th day of May, 2007.
     
/s/ Betsy S. Atkins   /s/ Antonio Monteiro de Castro
     
Betsy S. Atkins   Antonio Monteiro de Castro
     
/s/ John T. Chain, Jr.   /s/ H.G.L. (Hugo) Powell
     
John T. Chain, Jr.   H.G.L. (Hugo) Powell
     
/s/ Martin D. Feinstein   /s/ Joseph P. Viviano
     
Martin D. Feinstein   Joseph P. Viviano
     
/s/ Susan M. Ivey   /s/ Thomas C. Wajnert
     
Susan M. Ivey   Thomas C. Wajnert
     
/s/ Nana Mensah   /s/ Neil R. Withington
     
Nana Mensah   Neil R. Withington

EX-25.1 7 g07917sexv25w1.htm EXHIBIT 25.1 Exhibit 25.1
 

Exhibit 25.1
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |___|
 
THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
(State of incorporation
if not a U.S. national bank) 		  95-3571558
(I.R.S. employer
identification no.)
     
700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices) 		  90017
(Zip code)
 
REYNOLDS AMERICAN INC.
(Exact name of obligor as specified in its charter)
     
North Carolina
(State or other jurisdiction of
incorporation or organization) 		  20-0546644
(I.R.S. employer
identification no.)
     
401 North Main Street
Winston-Salem, NC
(Address of principal executive offices) 		  27101
(Zip code)

 

 

TABLE OF ADDITIONAL REGISTRANTS
                 
            Address, Including
    State or Other       Zip Code of
Exact Name of   Jurisdiction of   I.R.S. Employer   Registrant’s
Additional Registrant as   Incorporation or   Identification   Principal Executive
Specified in its Charter   Organization   Number   Offices
Conwood Company, LLC
  Delaware   62-1691028   813 Ridge Lake
 
          Boulevard
 
          Suite 100
 
          Memphis, TN 38119
 
                
Conwood Holdings, Inc.
  Delaware   20-4771396   401 North Main
 
          Street
 
          Winston-Salem,
 
          NC 27101
 
                
Conwood Sales Co., LLC
  Delaware   62-1691095   813 Ridge Lake
 
          Boulevard
 
          Suite 100
 
          Memphis, TN 38119
 
                
FHS, Inc.
  Delaware   51-0380116   1007 North
 
          Orange Street
 
          Suite 1402
 
          Wilmington, DE
 
          19801
 
                
GMB, Inc.
  North Carolina   56-1972826   Jefferson Square,
 
          Suite 10
 
          153 Jefferson
 
          Church Road
 
          King, NC 27021
 
                
Lane, Limited
  New York   13-2855575   2280 Mountain
 
          Industrial Blvd.
 
          Tucker, GA 30084

- 2 -

 

                 
            Address, Including
    State or Other       Zip Code of
Exact Name of   Jurisdiction of   I.R.S. Employer   Registrant’s
Additional Registrant as   Incorporation or   Identification   Principal Executive
Specified in its Charter   Organization   Number   Offices
RJR Acquisition Corp.
  Delaware   13-3490602   1007 North Orange
 
          Street
 
          Suite 1402
 
          Wilmington, DE
 
          19801
 
                
RJR Packaging, LLC
  Delaware   55-0831844   401 North Main
 
          Street
 
          Winston-Salem,
 
          NC 27101
 
                
R. J. Reynolds Global
  Delaware   04-3625474   401 North Main
Products, Inc.
      Street
          Winston-Salem,
      NC 27101
 
                
R. J. Reynolds Tobacco Co.
  Delaware   66-0285918   401 North Main
 
          Street
 
          Winston-Salem,
 
          NC 27101
 
                
R. J. Reynolds Tobacco
  North Carolina   73-1695305   401 North Main
Company
          Street
 
          Winston-Salem,
 
          NC 27101
 
                
R.J. Reynolds Tobacco
  Delaware   56-0959247   401 North Main
Holdings, Inc.
          Street
 
          Winston-Salem,
 
          NC 27101
 
                
Rosswil LLC
  Delaware   36-4348321   813 Ridge Lake
 
          Boulevard
 
          Memphis, TN
 
          38120

- 3 -

 

                 
            Address, Including
    State or Other       Zip Code of
Exact Name of   Jurisdiction of   I.R.S. Employer   Registrant’s
Additional Registrant as   Incorporation or   Identification   Principal Executive
Specified in its Charter   Organization   Number   Offices
Santa Fe Natural Tobacco
  New Mexico   85-0394268   1 Plaza La Prensa
Company, Inc.
      Santa Fe, NM
      87507
 
                
Scott Tobacco LLC
  Delaware   61-1358657   939 Adams St.
 
          Bowling Green,
 
          KY 42101
 
Debt Securities
(Title of the indenture securities)

- 4 -

 

1.   General information. Furnish the following information as to the trustee:
  (a)   Name and address of each examining or supervising authority to which it is subject.
     
Name   Address
Comptroller of the Currency
United States Department of the Treasury
   
Washington, D.C. 20219
 
    
Federal Reserve Bank
  San Francisco, California 94105
 
    
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
         Yes.
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
 
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
  1.   A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
 
  4.   A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 5 -

 

  6.   The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 6 -

 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 12th day of June, 2007.
             
    THE BANK OF NEW YORK TRUST COMPANY, N.A.    
 
            
 
  By:
Name: 		  /S/ DEREK KETTEL
 
DEREK KETTEL 		   
 
  Title:   VICE PRESIDENT    

- 7 -

 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business March 31, 2007, published in accordance with Federal regulatory authority instructions.
         
    Dollar Amounts  
    in Thousands  
ASSETS
        
 
        
Cash and balances due from depository institutions:
        
Noninterest-bearing balances and currency and coin
     2,391  
Interest-bearing balances
     0  
Securities:
        
Held-to-maturity securities
     40  
Available-for-sale securities
     65,083  
Federal funds sold and securities
        
purchased under agreements to resell:
        
Federal funds sold
     48,400  
Securities purchased under agreements to resell
     54,885  
Loans and lease financing receivables:
        
Loans and leases held for sale
     0  
Loans and leases, net of unearned income
     0  
LESS: Allowance for loan and lease losses
     0  
Loans and leases, net of unearned income and allowance
     0  
Trading assets
     0  
Premises and fixed assets (including capitalized leases)
     8,755  
Other real estate owned
     0  
Investments in unconsolidated subsidiaries and associated companies
     0  
Not applicable
        
Intangible assets:
        
Goodwill
     924,236  
Other Intangible Assets
     270,030  
Other assets
     143,616  
 
      
Total assets
   $ 1,517,436  
 
      

1

 

         
    Dollar Amounts  
    in Thousands  
LIABILITIES
        
 
        
Deposits:
        
In domestic offices
     1,691  
Noninterest-bearing
     1,691  
Interest-bearing
     0  
Not applicable
        
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased
     0  
Securities sold under agreements to repurchase
     0  
Trading liabilities
     0  
Other borrowed money:
        
(includes mortgage indebtedness and obligations under capitalized leases)
     118,691  
Not applicable
        
Not applicable
        
Subordinated notes and debentures
     0  
Other liabilities
     126,416  
Total liabilities
     246,798  
Minority interest in consolidated subsidiaries
     0  
 
        
EQUITY CAPITAL
        
 
        
Perpetual preferred stock and related surplus
     0  
Common stock
     1,000  
Surplus (exclude all surplus related to preferred stock)
     1,121,520  
Retained earnings
     148,100  
Accumulated other comprehensive income
     18  
Other equity capital components
     0  
 
      
Total equity capital
     1,270,638  
 
      
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)
     1,517,436  
 
      
     I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
     Karen Bayz      )      Vice President
     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
             
Michael K. Klugman, President
    )      
Frank P. Sulzberger, MD
    )     Directors (Trustees)
Michael F. McFadden, MD
    )      

2

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