Mga Batayang Estadistika
CIK | 1424847 |
SEC Filings
SEC Filings (Chronological Order)
June 25, 2015 |
25 1 d949869d25.htm 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-10508 001-34097 Lorillard Tobacco Company, LLC (f/k/a Lorillard Tobacco Company) (as predecessor obligor to R. J. Reynolds Tobacco Company) Lorillard, L |
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June 25, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34097 Lorillard, LLC (f/k/a Lorillard, Inc.) (Exact name of registrant a |
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June 15, 2015 |
LIMITED LIABILITY COMPANY AGREEMENT LORILLARD, LLC EX-3.3 4 d942736dex33.htm EX-3.3 Exhibit 3.3 EXECUTION COPY LIMITED LIABILITY COMPANY AGREEMENT OF LORILLARD, LLC This Limited Liability Company Agreement (this “Agreement”) of Lorillard, LLC, a Delaware limited liability company (the “Company”), is entered into by the undersigned member (the “Member”), effective as of June 12, 2015. McDara P. Folan, III (the “Authorized Person”), pursuant to auth |
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June 15, 2015 |
8-K 1 d942736d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2015 Lorillard, LLC (Exact Name of Registrant as Specified in Charter) Delaware 001-34097 20-0546644 (State or Other jurisdiction of Incorporation) ( |
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June 15, 2015 |
CERTIFICATE OF FORMATION LORILLARD, LLC June 12, 2015 EX-3.2 3 d942736dex32.htm EX-3.2 Exhibit 3.2 CERTIFICATE OF FORMATION OF LORILLARD, LLC June 12, 2015 This Certificate of Formation of Lorillard, LLC (the “Company”) is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. 1. The name of the limited liability compa |
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June 15, 2015 |
EX-3.1 2 d942736dex31.htm EX-3.1 Exhibit 3.1 EXECUTION COPY CERTIFICATE OF CONVERSION OF LORILLARD, INC. FROM A CORPORATION TO A LIMITED LIABILITY COMPANY June 12, 2015 This CERTIFICATE OF CONVERSION (this “Certificate”) is made pursuant to Section 18-214 of the Delaware Limited Liability Company Act (the “Act”) and is hereby filed with the Secretary of State of the State of Delaware pursuant to S |
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June 12, 2015 |
S-8 POS 1 d941781ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on June 12, 2015 Registration No. 333-151595 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lorillard, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-1911176 |
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June 12, 2015 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 23, 2015, pursuant to the provisions of Rule 12d2-2 (a). |
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June 12, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on June 12, 2015 Registration No. |
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June 12, 2015 |
POSASR 1 d941791dposasr.htm POSASR As filed with the Securities and Exchange Commission on June 12, 2015 Registration No. 333-182102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 To Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lorillard, Inc. Lorillard Tobacco Company, LLC (Exact name of registrant as specified in its cha |
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June 12, 2015 |
8-K 1 d941804d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2015 Lorillard, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-34097 13-1911176 (State or Other jurisdiction of Incorporat |
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June 8, 2015 |
Reynolds American to acquire Lorillard on June 12, 2015 EX-99.1 Exhibit 99.1 RAI 2015-13 Contacts: For Reynolds American: Media: David Howard (336) 741-3489 For Lorillard: Media: Meaghan Repko (212) 355-4449 Investor Relations: Morris Moore (336) 741-3116 Investor Relations: Bob Bannon (336) 335-7665 Reynolds American to acquire Lorillard on June 12, 2015 WINSTON-SALEM, N.C., and GREENSBORO, N.C. ? June 8, 2015 ? Reynolds American Inc. (NYSE: RAI) and |
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June 8, 2015 |
Reynolds American, Inc. (Holding Co.) FORM 8-K (Prospectus) 425 1 d933100d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2015 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other jurisdiction of |
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June 8, 2015 |
Reynolds American to acquire Lorillard on June 12, 2015 EX-99.1 2 d933100dex991.htm EX-99.1 Exhibit 99.1 RAI 2015-13 Contacts: For Reynolds American: Media: David Howard (336) 741-3489 For Lorillard: Media: Meaghan Repko (212) 355-4449 Investor Relations: Morris Moore (336) 741-3116 Investor Relations: Bob Bannon (336) 335-7665 Reynolds American to acquire Lorillard on June 12, 2015 WINSTON-SALEM, N.C., and GREENSBORO, N.C. – June 8, 2015 – Reynolds Am |
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June 8, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2015 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File Numbe |
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May 28, 2015 |
Reynolds American, Inc. (Holding Co.) FORM 8-K (Prospectus) 425 1 d935078d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2015 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other jurisdiction of |
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May 28, 2015 |
[Signature Page to Amendment No. 1 to Subscription and Support Agreement] EX-10.2 3 d935078dex102.htm EX-10.2 Exhibit 10.2 AMENDMENT No. 1, dated as of May 28, 2015 (the “Amendment”), to the SUBSCRIPTION AND SUPPORT AGREEMENT, dated as of July 15, 2014 (the “Subscription Agreement”), by and among BRITISH AMERICAN TOBACCO P.L.C., a public limited company incorporated under the laws of England and Wales (“BAT”), REYNOLDS AMERICAN INC., a North Carolina corporation (“Paren |
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May 28, 2015 |
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT EX-2.3 Exhibit 2.3 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement (the ?Amendment?), dated as of May 26, 2015, is by and between Reynolds American Inc., a North Carolina corporation (?RAI?), ITG Brands, LLC (f/k/a LIGNUM-2, L.L.C.), a Texas limited liability company and wholly owned subsidiary of Imperial (the ?Acquiror?), and, for certain limited purp |
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May 28, 2015 |
SD 1 d933528dsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 714 Green Valley Road Greensboro, North Caro |
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May 28, 2015 |
Lorillard, Inc. Conflict Minerals Report for 2014 May 28, 2015 EX-1.01 Exhibit 1.01 Lorillard, Inc. Conflict Minerals Report for 2014 May 28, 2015 I. Introduction. Lorillard, Inc. (?Lorillard? or the ?Company?) is the indirect parent of LOEC, Inc., doing business as blu eCigs (?LOEC?), and Cygnet UK Trading Limited, doing business as blu UK (?Cygnet? and together with LOEC, ?blu?) (blu together with the Company, ?we? or ?us?), which sell electronic cigarettes |
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May 27, 2015 |
EX-99.1 2 d933015dex991.htm EX-99.1 Exhibit 99.1 RAI 2015-11 Contacts: For Reynolds American: For Lorillard: Media: David Howard Media: Meaghan Repko (336) 741-3489 (212) 355-4449 Investor Relations: Morris Moore Investor Relations: Bob Bannon (336) 741-3116 (336) 335-7665 Reynolds American and Lorillard receive U.S. FTC clearance for proposed merger and related brand divestitures; companies await |
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May 27, 2015 |
EX-99.1 2 d932981dex991.htm EX-99.1 Exhibit 99.1 RAI 2015-11 Contacts: For Reynolds American: For Lorillard: Media: David Howard Media: Meaghan Repko (336) 741-3489 (212) 355-4449 Investor Relations: Morris Moore Investor Relations: Bob Bannon (336) 741-3116 (336) 335-7665 Reynolds American and Lorillard receive U.S. FTC clearance for proposed merger and related brand divestitures; companies await |
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May 27, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2015 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission F |
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May 27, 2015 |
Reynolds American, Inc. (Holding Co.) 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2015 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other jurisdiction of Incorporation) (Commission |
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May 7, 2015 |
Reynolds American, Inc. (Holding Co.) 425 (Prospectus) 425 1 d924780d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Form S-4 File No. 333-199443 Date: May 7, 2015 Explanatory Note: This Form 425 contains a transcript of relevant portions of the presentation given at Reynolds American Inc.’s Annual Meeting of Sh |
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April 21, 2015 |
10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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April 21, 2015 |
10-Q 1 d900739d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commissi |
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April 17, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2015 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission |
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April 17, 2015 |
LORILLARD, INC. REPORTS FIRST QUARTER RESULTS EX-99.1 2 d912364dex991.htm EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS FIRST QUARTER RESULTS GREENSBORO, NC, April 17, 2015 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended March 31, 2015. First Quarter Highlights • First quarter net sales increased 4.8% to $1.668 billion behind a 3.1% increase in wh |
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April 17, 2015 |
Reynolds American, Inc. (Holding Co.) 425 (Prospectus) Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Form S-4 File No. 333-199443 Date: April 17, 2015 Explanatory Note: This Form 425 contains (1) the transcript of the First Quarter 2015 Earnings Investor Conference Call held on April 17, 2015, and (2) the First Quarter |
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March 20, 2015 |
Reynolds American, Inc. (Holding Co.) 425 (Prospectus) Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Form S-4 File No. 333-199443 Date: March 20, 2015 Explanatory Note: This Form 425 contains the joint letter from the Reynolds American Inc. (RAI) Chairman of the Board and the President and Chief Executive Officer in con |
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February 26, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 d879700d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2015 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of in |
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February 26, 2015 |
EX-99.1 2 d879700dex991.htm EX-99.1 Exhibit 99.1 Contacts: For Media: Meaghan Repko (212) 355-4449 For Investor Relations: Bob Bannon (336) 335-7665 Lorillard Confirms Appointment of David Taylor as Chief Executive of ITG Brands, LLC in Connection with Pending Transactions GREENSBORO, NC, February 26, 2015 – Lorillard, Inc. (NYSE: LO) today confirmed that David Taylor, currently executive vice pre |
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February 18, 2015 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Lorillard, Inc. Commission File No. 001-34097 Form S-4 File No. 333-199443 Date: February 18, 2015 Explanatory Note: This Form 425 contains a transcript of a presentation given by Susan M. Cameron and related Q&A at the Consumer Analyst Group of New York (CAGNY) co |
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February 12, 2015 |
EX-12.1 Exhibit 12.1 LORILLARD, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (In millions) Year Ended December 31, 2014 2013 2012 2011 2010 Earnings from continuing operations before income taxes $ 1,936 $ 1,884 $ 1,728 $ 1,770 $ 1,635 Add: Fixed Charges 179 172 154 125 94 Earnings available for fixed charges $ 2,115 $ 2,056 $ 1,882 $ 1,895 $ 1,729 Fixed Charges: Interes |
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February 12, 2015 |
LO / / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - LORILLARD, INC. Passive Investment SC 13G/A 1 lorillard1.htm LORILLARD, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* Lorillard, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 544147101 (CUSIP Number) 12/31/2014 (Date of Event |
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February 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d838194d10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission Fi |
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February 12, 2015 |
Exhibit 21.1 LORILLARD, INC. Subsidiaries of the Registrant As of December 31, 2014 Name of Subsidiary Organized Under Laws of Percentage Owned by Lorillard, Inc. Lorillard Tobacco Company Delaware 100 % Lorillard Licensing Company LLC North Carolina 100 % One Park Media Services, Inc. Delaware 100 % Lorillard Holdings Company, Inc. Delaware 100 % LOEC, Inc. dba blu eCigs Delaware 100 % Lorillard |
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February 11, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d870533d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2015 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorpo |
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February 11, 2015 |
LORILLARD, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS GREENSBORO, NC, February 11, 2015 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter and year ended December 31, 2014. Fourth Quarter and Full Year Record Highlights • Fourth quarter reported (GAAP) diluted earnings per shar |
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February 10, 2015 |
LO / / VANGUARD GROUP INC Passive Investment lorillard.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Lorillard Inc Title of Class of Securities: Common Stock CUSIP Number: 544147101 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate |
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February 10, 2015 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d869979d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Form S-4 File No. 333-199443 Date: February 10, 2015 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Morris Moore (336) 741-3116 Media: Jane Seccombe |
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February 10, 2015 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d870071d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Form S-4 File No. 333-199443 Date: February 10, 2015 Q4 2014 Earnings Call Company Participants • Morris L. Moore • Susan M. Cameron • Thomas R. Adams Other Participants • David H. Hayes • Vivien |
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January 29, 2015 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d861433d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Form S-4 File No. 333-199443 Date: January 29, 2015 Explanatory Note: This Form 425 represents an update to the Deal Website filed on July 15, 2014 and updated on July 16, 2014, July 30, 2014, Oct |
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January 28, 2015 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2015 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File N |
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January 28, 2015 |
Lorillard Shareholders Overwhelmingly Approve Combination with Reynolds American EX-99.1 2 d862647dex991.htm EX-99.1 Exhibit 99.1 Contact: Bob Bannon Investor Relations (336) 335-7665 Lorillard Shareholders Overwhelmingly Approve Combination with Reynolds American GREENSBORO, NC, January 28, 2014 – Lorillard, Inc. (NYSE: LO) today announced that at a special meeting of shareholders held earlier today, the Company’s shareholders voted overwhelmingly to approve the proposal rega |
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January 28, 2015 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - FORM 8-K 425 1 d860651d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2015 REYNOLDS AMERICAN INC. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other jurisdiction |
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January 28, 2015 |
RAI shareholders approve share issuances in connection with proposed Lorillard, Inc. acquisition EX-99.1 2 d860651dex991.htm EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Morris Moore (336) 741-3116 Media: Jane Seccombe (336) 741-5068 RAI 2015-02 RAI shareholders approve share issuances in connection with proposed Lorillard, Inc. acquisition WINSTON-SALEM, N.C. – Jan. 28, 2015 – Reynolds American Inc. (NYSE:RAI) announced t |
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January 28, 2015 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Form S-4 File No. 333-199443 Date: January 28, 2015 Explanatory Note: This Form 425 represents both an update to (1) the Deal Website filed on July 15, 2014 and updated on July 16, 2014, July 30, 2014 and October 24, 2 |
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January 20, 2015 |
LO / DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 d853505ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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January 20, 2015 |
8-K 1 d853958d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2015 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of inc |
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January 20, 2015 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - FORM 8-K 425 1 d853739d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2015 (January 15, 2015) REYNOLDS AMERICAN INC. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or |
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December 22, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d840386d425.htm 425 Filed by Reynolds American Inc. Commission File No.1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: December 22, 2014 Explanatory Note : This Form 425 contains the proxy card sent out to Reynolds American Inc |
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December 22, 2014 |
DEFM14A 1 d805736ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SE |
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December 19, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 8-K 425 1 d840477d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2014 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of |
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December 19, 2014 |
SUBSIDIARY GUARANTEE AGREEMENT EX-10.2 3 d840477dex102.htm EX-10.2 EXHIBIT 10.2 SUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE (as amended, modified, restated and/or supplemented from time to time, this “Guarantee”), dated as of December 18, 2014, made by and among each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 23 hereof, co |
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December 19, 2014 |
EX-10.1 2 d840477dex101.htm EX-10.1 EXHIBIT 10.1 CREDIT AGREEMENT dated as of December 18, 2014 among REYNOLDS AMERICAN INC., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A., as Syndication Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, FIFTH THIRD BANK, GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., ROYAL BANK OF CANADA and THE BANK OF NOVA |
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December 12, 2014 |
PRER14A 1 d805736dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the SE |
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November 24, 2014 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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November 20, 2014 |
EX-99.1 2 d825452dex991.htm EX-99.1 EXHIBIT 99.1 “REYNOLDS CFO” INTERVIEW WITH TOM ADAMS INTERVIEWER: MATT GRAINGER (MUSIC NOT TRANSCRIBED) MATT GRAINGER: Hi, I’m Matt Grainger, Morgan Stanley’s U.S. tobacco analyst. And I’m here with Tom Adams, executive vice-president and chief financial officer of Reynolds American. Tom, thanks for bein’ with us today. TOM ADAMS: My pleasure, Matt. MATT GRAINGE |
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November 20, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 8-K 425 1 d825452d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2014 REYNOLDS AMERICAN INC. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other jurisdiction of |
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November 18, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 Form 10-K Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File |
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November 18, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d822695d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: November 18, 2014 Explanatory Note: This Form 425 contains a revised transcript that supplements and restat |
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November 18, 2014 |
CORRESP 1 filename1.htm David H. Taylor Executive Vice President, Chief Financial Officer (336) 335-7668 Fax (336) 335-7755 November 18, 2014 Ms. Linda Cvrkel Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Lorillard, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed February 21, 2014 Form 10-Q for the Qua |
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November 17, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: November 17, 2014 Explanatory Note: This Form 425 contains a transcript of relevant portions of the presentations given at Reynol |
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November 5, 2014 |
DEFA14A 1 d818108ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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October 24, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d809903d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: October 24, 2014 Explanatory Note: This Form 425 represents an update to the Deal Website filed on July 15, |
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October 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-3409 |
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October 23, 2014 |
Form of Amendment to Severance Agreement Exhibit 10.18 Form of Amendment to Severance Agreement This Amendment to Severance Agreement (this ?Amendment?) is made and entered into effective as of , 2014 (the ?Effective Date?) by and between Lorillard, Inc., a Delaware corporation (the ?Company?), and (the ?Executive?). W I T N E S S E T H WHEREAS, the Company and the Executive entered into a certain Severance Agreement dated (the ?Original |
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October 23, 2014 |
LORILLARD, INC. REPORTS THIRD QUARTER RESULTS EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS THIRD QUARTER RESULTS GREENSBORO, NC, October 23, 2014 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended September 30, 2014. Third Quarter Highlights • Reported (GAAP) diluted earnings per share increased 15.9% over last year to $0.80. • Adjusted (Non-GAAP) d |
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October 23, 2014 |
DEFA14A 1 d808332ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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October 23, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d808153d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of inc |
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October 23, 2014 |
Amendment to Severance Agreement Exhibit 10.27 Amendment to Severance Agreement This Amendment to Severance Agreement (this “Amendment”) is made and entered into effective as of October 23, 2014 (the “Effective Date”) by and between Lorillard, Inc., a Delaware corporation (the “Company”), and Murray S. Kessler (the “Executive”). W I T N E S S E T H WHEREAS, the Company and the Executive entered into a certain Severance Agreement |
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October 21, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d809121d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: October 21, 2014 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relati |
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October 21, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d809281d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: October 21, 2014 Q3 2014 Earnings Call Company Participants • Morris L. Moore • Susan M. Cameron • Thomas R |
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October 17, 2014 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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September 29, 2014 |
SUBSIDIARY GUARANTEE AGREEMENT EXHIBIT 10.2 SUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE (as amended, modified, restated and/or supplemented from time to time, this “Guarantee”), dated as of September 23, 2014, made by and among each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 23 hereof, collectively, the “Guarantors”) in fa |
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September 29, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 8-K 425 1 d795088d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2014 REYNOLDS AMERICAN INC. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of |
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September 29, 2014 |
EX-10.1 2 d795088dex101.htm EX-10.1 EXHIBIT 10.1 EXECUTION VERSION BRIDGE CREDIT AGREEMENT dated as of September 23, 2014 among REYNOLDS AMERICAN INC., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A., as Syndication Agent, and J.P. MORGAN SECURITIES LLC, and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners TABL |
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September 19, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - PURSUANT TO RULE 425 Pursuant to Rule 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001-34097 Date: September 19, 2014 Explanatory Note: This Form 425 contains an article about Susan Cameron of Reynolds American I |
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September 5, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: September 5, 2014 Explanatory Note: This Form 425 contains the transcript of the question and answer portion of a presentation given |
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September 4, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: September 4, 2014 Reynolds American Business Update September 2014 Susan M. Cameron RAI President and Chief Executive Officer Forward |
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August 29, 2014 |
DEFA14A 1 d780356ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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August 29, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: August 29, 2014 Contacts: For Reynolds American: For Lorillard: Media: David Howard Media: Meaghan Repko or Andrea Rose (336) 741 |
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August 11, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2014 REYNOLDS AMERICAN INC. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporation) (Commission F |
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August 11, 2014 |
FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August 7, 2014, among REYNOLDS AMERICAN INC., a North Carolina Corporation (the “Borrower”), various lending institutions party to the Credit Agreement referred to below (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Admini |
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August 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive P |
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August 8, 2014 |
DEFA14A 1 d770425ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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August 1, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: August 1, 2014 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: (336) 741-5165 Media: J |
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July 30, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File |
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July 30, 2014 |
LORILLARD, INC. REPORTS SECOND QUARTER RESULTS EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS SECOND QUARTER RESULTS GREENSBORO, NC, July 30, 2014 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended June 30, 2014. Second Quarter Highlights • Reported (GAAP) diluted earnings per share remained flat at $0.83 per share compared to the second quarter of 201 |
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July 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34097 Lor |
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July 30, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d766732d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 30, 2014 Explanatory Note: This Form 425 represents an update to the Deal Website filed on July 15, 20 |
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July 29, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 29, 2014 Q2 2014 Earnings Call Operator Good day ladies and gentlemen, and welcome to Reynolds American Second Quarter Earni |
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July 29, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 29, 2014 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Morris Moore (336) 741-3 |
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July 21, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d761528d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 21, 2014 Cautionary Statement Regarding Forward-Looking Statements Statements included in this communi |
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July 17, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d758518d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 16, 2014 Highlights: • As communicated in the letter from Susan Cameron on July 15, 2014, RAI has ente |
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July 17, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 16, 2014 Cautionary Statement Regarding Forward-Looking Statements Statements included in this communication that are not histor |
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July 16, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 Acquisition of Lorillard, Inc by Reynolds American, Inc. Call Company Participants • Morris L. Moore • Susan M. Cam |
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July 16, 2014 |
Exhibit 99.1 Contacts: For Reynolds American: For Lorillard: Media: David Howard Media: Meaghan Repko or Andrea Rose (336) 741-3489 (212) 355-4449 Investor Relations: Morris Moore Investor Relations: Bob Bannon (336) 741-3116 (336) 335-7665 REYNOLDS AMERICAN TO ACQUIRE LORILLARD IN TRANSACTION VALUED AT $27.4 BILLION Company Will Have Strong, Balanced Portfolio of Iconic Brands Across Key Categori |
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July 16, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 16, 2014 Explanatory Note: This Form 425 represents an update to the Employee Cascade Presentation filed on July 15, 2014. The C |
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July 16, 2014 |
425 1 d757470d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 15, 2014 Reynolds American Inc. (Exact Name of Registrant as Specified in its Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of I |
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July 16, 2014 |
Exhibit 10.1 SUBSCRIPTION AND SUPPORT AGREEMENT dated as of July 15, 2014 (this “Agreement”), by and among BRITISH AMERICAN TOBACCO P.L.C, a public limited company incorporated under the laws of England and Wales (“BAT”), REYNOLDS AMERICAN INC., a North Carolina corporation (“Parent”) and, for purposes of Section 5.08(a) only, BROWN & WILLIAMSON Holdings Inc., a Delaware corporation and wholly own |
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July 16, 2014 |
EX-2.2 Exhibit 2.2 EXECUTION COPY ASSET PURCHASE AGREEMENT dated as of July 15, 2014 among REYNOLDS AMERICAN INC., LIGNUM-2, L.L.C., and for purposes of certain provisions and as guarantor of certain obligations of Lignum-2, L.L.C., IMPERIAL TOBACCO GROUP PLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.01. Certain Defined Terms 3 ARTICLE II PURCHASE AND SALE 3 Section 2.01. Purchase a |
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July 16, 2014 |
JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 EX-10.2 Exhibit 10.2 JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, NY 10013 PERSONAL AND CONFIDENTIAL July 15, 2014 Reynolds American Inc. 401 North Main Street Winston-Salem, North Carolina 27102-2990 Attention: Mr. Daniel Fawley, Senior Vice President-Treasurer Commitment Letter Ladies and G |
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July 16, 2014 |
DEFA14A 1 d758437ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 16, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 Cautionary Statement Regarding Forward-Looking Statements Statements included in this communication that are not histor |
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July 16, 2014 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of July 15, 2014 among LORILLARD, INC., REYNOLDS AMERICAN INC. and LANTERN ACQUISITION CO. TABLE OF CONTENTS Page ARTICLE I The Merger 2 Section 1.01. The Merger 2 Section 1.02. Closing 2 Section 1.03. Effective Time 3 Section 1.04. Effect 3 Section 1.05. Certificate of Incorporation and Bylaws 3 Section 1.06. Directors and Officers |
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July 16, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 16, 2014 Explanatory Note: This Form 425 represents an update to the Deal Website filed on July 15, 2014. Certain changes to the |
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July 16, 2014 |
DEFA14A 1 d758434ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File |
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July 15, 2014 |
DEFA14A 1 d756853ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
DEFA14A 1 d758189d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorpo |
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July 15, 2014 |
Employee Cascade July 15, 2014 425 1 d757164d425.htm 425 Employee Cascade July 15, 2014 Reynolds American to Acquire Lorillard The Next Step in Transforming Tobacco Forward Looking Statements Reynolds American’s website, www.reynoldsamerican.com, is the primary source of publicly disclosed news about Reynolds American and its operating companies. Those wishing to stay on top of company news can sign up for email alerts by going |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 July 15, 2014 Reynolds American to Acquire Lorillard The Next Step in Transforming Tobacco Filed by Reynolds American Inc. |
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July 15, 2014 |
DEFA14A 1 d756981ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
DEFA14A 1 d756925ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d757232d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 CEO Video MessageTranscript Transcribed July 13, 2014 Susan Cameron: Murray and I are delight |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 REYNOLDS AMERICAN TO ACQUIRE LORILLARD* TRANSACTION CURRENTLY VALUED AT $68.88 PER SHARE ($27.4 BILLION TOTAL) *The transaction is subject to customary closing conditions including approval by shareholders of Reynolds American, Lorillard and Imperial, as well as regulatory approval. Reynolds American expects the transaction to close in the first half of 2015, pending regulatory approvals. TRANSACT |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 SCREENSHOTS OF EMPLOYEE INTRANETS (HUB AND RJRT PA SITE AND RJRT ENGAGE TRADE MARKETING) TUESDAY MORNING, JULY 15, |
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July 15, 2014 |
Exhibit 99.1 Contacts: For Reynolds American: For Lorillard: Media: David Howard Media: Meaghan Repko or Andrea Rose (336) 741-3489 (212) 355-4449 Investor Relations: Morris Moore Investor Relations: Bob Bannon (336) 741-3116 (336) 335-7665 REYNOLDS AMERICAN TO ACQUIRE LORILLARD IN TRANSACTION VALUED AT $27.4 BILLION Company Will Have Strong, Balanced Portfolio of Iconic Brands Across Key Categori |
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July 15, 2014 |
DEFA14A 1 d756960ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
DEFA14A 1 d756913ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d757062d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 Highlights of the RAI-Lorillard acquisition For use by elected officials • This transaction i |
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July 15, 2014 |
EX-99.1 3 d758189dex991.htm EX-99.1 Exhibit 99.1 Contacts: For Reynolds American: For Lorillard: Media: David Howard Media: Meaghan Repko or Andrea Rose (336) 741-3489 (212) 355-4449 Investor Relations: Morris Moore Investor Relations: Bob Bannon (336) 741-3116 (336) 335-7665 REYNOLDS AMERICAN TO ACQUIRE LORILLARD IN TRANSACTION VALUED AT $27.4 BILLION Company Will Have Strong, Balanced Portfolio |
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July 15, 2014 |
EX-2.1 2 d758189dex21.htm EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of July 15, 2014 among LORILLARD, INC., REYNOLDS AMERICAN INC. and LANTERN ACQUISITION CO. TABLE OF CONTENTS Page ARTICLE I The Merger 2 Section 1.01. The Merger 2 Section 1.02. Closing 2 Section 1.03. Effective Time 3 Section 1.04. Effect 3 Section 1.05. Certificate of Incorporation and Bylaws 3 Sect |
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July 15, 2014 |
DEFA14A 1 d756974ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 TMC-110-14 July 15, 2014 SUBJECT: Reynolds American Inc. Announces Agreement To Acquire Lorillard, Inc. • As communicat |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d757264d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 Key Messages Overall / Strategic Rationale • As a result of this acquisition, Reynolds Americ |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d757134d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 TALKING POINTS FOR MANAGERS (7/15/14) I have some very exciting news to share with you today! |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001-34097 Date: July 15, 2014 July 15, 2014 Dear Colleagues: I am delighted to be able to share the news with you today that Reynolds American has ent |
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July 15, 2014 |
DEFA14A 1 d756941ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
DEFA14A 1 d757048ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
DEFA14A 1 d756915ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Cautionary Statement Regarding Forward-Looking Statement |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 CEO Message Video Transcript 7/13/2014 as of 7.30pm Susan Cameron: Hello, everyone. What a difference a decade makes. A |
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July 15, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of July 15, 2014 among LORILLARD, INC., REYNOLDS AMERICAN INC. and LANTERN ACQUISITION CO. TABLE OF CONTENTS Page ARTICLE I The Merger 2 Section 1.01. The Merger 2 Section 1.02. Closing 2 Section 1.03. Effective Time 3 Section 1.04. Effect 3 Section 1.05. Certificate of Incorporation and Bylaws 3 Section 1.06. Directors and Of |
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July 15, 2014 |
DEFA14A 1 d756992ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive P |
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July 15, 2014 |
RAI / Reynolds American, Inc. 425 - Merger Prospectus - 425 425 1 d757148d425.htm 425 Filed by Reynolds American Inc. Commission File No. 1-32258 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lorillard, Inc. Commission File No. 001- 34097 Date: July 15, 2014 Q&A General 1. What was announced today? • Reynolds American and Lorillard announced that the |
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July 15, 2014 |
DEFA14A 1 d756831ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 15, 2014 |
DEFA14A 1 d756898ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitt |
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July 11, 2014 |
Lorillard, Inc. Confirms Discussions Regarding Potential Acquisition by Reynolds American Inc. EX-99.1 Exhibit 99.1 Contact: Bob Bannon Investor Relations (336) 335-7665 Lorillard, Inc. Confirms Discussions Regarding Potential Acquisition by Reynolds American Inc. GREENSBORO, N.C., – July 11, 2014 – Lorillard, Inc. (NYSE: LO) today confirmed that Lorillard and Reynolds American Inc. (NYSE: RAI) (“RAI”) are engaged in discussions regarding RAI’s potential acquisition of Lorillard. In connect |
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July 11, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 d758177d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorp |
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June 2, 2014 |
Lorillard, Inc. Conflict Minerals Report for 2013 June 2, 2014 EX-1.02 2 d734612dex102.htm EX-1.02 Exhibit 1.02 Lorillard, Inc. Conflict Minerals Report for 2013 June 2, 2014 I. Introduction. Lorillard, Inc. (“Lorillard” or the “Company”) is the parent of LOEC, Inc., doing business as blu eCigs (“LOEC” or “blu,” and together with the Company, “we” or “us”), which sells electronic cigarettes and related electronic devices under the “blu” brand. This Conflict M |
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June 2, 2014 |
SD 1 d734612dsd.htm FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 714 Green Valley Road Greensboro, North |
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May 16, 2014 |
LORILLARD, INC. 2008 INCENTIVE COMPENSATION PLAN (As Amended and Restated May 15, 2014) EX-10.1 2 d730685dex101.htm EX-10.1 Exhibit 10.1 LORILLARD, INC. 2008 INCENTIVE COMPENSATION PLAN (As Amended and Restated May 15, 2014) 1. General. 1.1. Purpose. The Lorillard, Inc. 2008 Incentive Compensation Plan (the “Plan”) has been established by Lorillard, Inc. (the “Company”) to (i) attract and retain persons eligible to participate in the Plan, (ii) motivate Participants, by means of appr |
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May 16, 2014 |
8-K 1 d730685d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporatio |
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April 24, 2014 |
LORILLARD, INC. SENIOR EXECUTIVE SEVERANCE PAY PLAN EX-10.27 Exhibit 10.27 LORILLARD, INC. SENIOR EXECUTIVE SEVERANCE PAY PLAN INTRODUCTION The purpose of the Lorillard, Inc. Senior Executive Severance Pay Plan (the “Plan”) is to provide severance benefits to eligible senior executive employees of Lorillard, Inc. and its subsidiaries and affiliates (together, “the Company”), in each case, selected for participation in the Plan by the Compensation C |
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April 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34097 Lorillard, Inc. (Exa |
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April 24, 2014 |
LORILLARD, INC. REPORTS FIRST QUARTER RESULTS EX-99.1 2 d713724dex991.htm EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS FIRST QUARTER RESULTS GREENSBORO, NC, April 24, 2014 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended March 31, 2014. First Quarter Highlights • Reported (GAAP) diluted earnings per share decreased $0.12 per share compared to the |
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April 24, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File Num |
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April 4, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission |
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April 4, 2014 |
Lorillard Elects New Board Member Jerry W. Levin Joins Lorillard Board as an Independent Director EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 Lorillard Elects New Board Member Jerry W. Levin Joins Lorillard Board as an Independent Director GREENSBORO, N.C., March 31, 2014 – Lorillard, Inc. (NYSE: LO), the third largest tobacco company in the United States, today announced the election of Jerry W. Levin to its Board of Directors, effective immediately |
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April 4, 2014 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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February 21, 2014 |
Exhibit 21.1 LORILLARD, INC. Subsidiaries of the Registrant As of December 31, 2013 Name of Subsidiary Organized Under Laws of Percentage Owned by Lorillard, Inc. Lorillard Tobacco Company Delaware 100 % Lorillard Licensing Company LLC North Carolina 100 % One Park Media Services, Inc. Delaware 100 % Lorillard Holdings Company, Inc. Delaware 100 % LOEC, Inc. dba blu eCigs Delaware 100 % Lorillard |
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February 21, 2014 |
EX-12.1 Exhibit 12.1 LORILLARD, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (In millions) Year Ended December 31, 2013 2012 2011 2010 2009 Earnings from continuing operations before income taxes $ 1,884 $ 1,728 $ 1,770 $ 1,635 $ 1,519 Add: Fixed Charges 172 154 125 94 27 Earnings available for fixed charges $ 2,056 $ 1,882 $ 1,895 $ 1,729 $ 1,546 Fixed Charges: Interest |
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February 21, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission Fil |
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February 21, 2014 |
Revised Lorillard, Inc. Fourth Quarter and Full Year 2013 Results EX-99.1 2 d681383dex991.htm EX-99.1 Exhibit 99.1 Revised Lorillard, Inc. Fourth Quarter and Full Year 2013 Results The following changes to Lorillard’s press release providing information on its results of operations for the three months and fiscal year ended December 31, 2013 (the “Earnings Release”), which was issued on February 12, 2014, reflect the impact of the subsequent event described in I |
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February 21, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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February 18, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File |
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February 18, 2014 |
EX-99.1 Exhibit 99.1 Lorillard 2014 CAGNY Conference Newport Cigarettes Newport Cigarettes blu February 18, 2014 Lorillard 1 Murray S. Kessler Chairman, President and Chief Executive Officer Lorillard 2 Agenda Lorillard Business & Opportunities Review Regulatory Update & Assessment Financial Update Summary & Q&A Murray Kessler Chairman, President & CEO Neil Wilcox SVP, Chief Compliance Officer Dav |
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February 12, 2014 |
LORILLARD, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2013 RESULTS EX-99.1 2 d677493dex991.htm EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2013 RESULTS GREENSBORO, NC, February 12, 2014 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter and year ended December 31, 2013. Fourth Quarter and Full Year Highlights • Fourth quarter net sales increased |
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February 12, 2014 |
LO / / VANGUARD GROUP INC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Lorillard Inc Title of Class of Securities: Common Stock CUSIP Number: 544147101 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) Ru |
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February 12, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2014 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File |
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February 10, 2014 |
LO / / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - LORILLARD, INC. Passive Investment SC 13G 1 lorillard.htm LORILLARD, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Lorillard, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 544147101 (CUSIP Number) 12/31/2013 (Date of Event Whic |
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December 9, 2013 |
David H. Taylor Executive Vice President, Chief Financial Officer (336) 335-7668 Fax (336) 335-7755 December 9, 2013 Ms. Linda Cvrkel Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Lorillard, Inc. Form 10-K for Fiscal Year Ended December 31, 2012 Filed February 19, 2013 Form 10-Q for the Quarter Ended September 30, |
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November 19, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File |
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November 19, 2013 |
EX-99.1 2 d630411dex991.htm EX-99.1 Exhibit 99.1 Morgan Stanley Consumer Conference November 19, 2013 1 Murray S. Kessler Chairman, President and Chief Executive Officer 2 Safe Harbor Disclaimer You are cautioned that certain statements made in this presentation are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements i |
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October 23, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File N |
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October 23, 2013 |
LORILLARD, INC. REPORTS THIRD QUARTER RESULTS EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS THIRD QUARTER RESULTS GREENSBORO, NC, October 23, 2013 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended September 30, 2013. Third Quarter Highlights • Net sales increased 10.0% over last year to $1.827 billion. • Reported (GAAP) diluted earnings per share de |
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October 23, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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September 20, 2013 |
EX-10.1 2 d601316dex101.htm EX-10.1 Exhibit 10.1 FORM OF SEVERANCE AGREEMENT THIS AGREEMENT, dated , is made by and between Lorillard, Inc. Corporation, a Delaware corporation (the “Company”), and (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Board recognizes |
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September 20, 2013 |
8-K 1 d601316d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of i |
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September 3, 2013 |
EX-99.1 2 d592193dex991.htm EX-99.1 1 1 September 3, 2013 Barclays Back-to-School Consumer Conference Exhibit 99.1 2 2 Chairman, President and Chief Executive Officer Murray S. Kessler 3 Safe Harbor Disclaimer Safe Harbor Disclaimer You are cautioned that certain statements made in this presentation are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act |
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September 3, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d592193d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of in |
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July 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34097 Lor |
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July 25, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d573580d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorp |
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July 25, 2013 |
LORILLARD, INC. REPORTS SECOND QUARTER RESULTS Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS SECOND QUARTER RESULTS GREENSBORO, NC, July 25, 2013 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended June 30, 2013. Second Quarter Highlights • Reported (GAAP) diluted earnings per share increased 15.3% versus last year to $0.83. • Adjusted (Non-GAAP) diluted earni |
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June 27, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 27, 2013 |
EX-99.1 2 d558336dex991.htm EX-99.1 Exhibit 99.1 Investor Day June 27, 2013 1 Agenda Introduction Strategic Plan Update Regulatory Update Legal Update Financial Guidance (Lorillard-Style) Additional Q&A Bob Bannon – Investor Relations Murray Kessler – Chairman, President & CEO Neil Wilcox– SVP, Chief Compliance Officer Bill True – SVP, R&D Ron Milstein – EVP, Legal & General Counsel David Taylor – |
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May 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File Numbe |
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May 20, 2013 |
Exhibit 4.2 LORILLARD TOBACCO COMPANY, as Issuer LORILLARD, INC., as Guarantor THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FIFTH SUPPLEMENTAL INDENTURE Dated May 20, 2013 3.750% Senior Notes due 2023 Supplemental to Indenture dated June 23, 2009 THIS FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”) is made the 20th day of May, 2013, among LORILLARD TOBACCO COMPANY, a |
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May 20, 2013 |
Exhibit 1.1 EXECUTION COPY Lorillard Tobacco Company $500,000,000 3.750% Senior Notes due 2023 Guaranteed by Lorillard, Inc. Underwriting Agreement May 15, 2013 BARCLAYS CAPITAL INC. GOLDMAN, SACHS & CO. WELLS FARGO SECURITIES, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Goldman, Sachs & Co. |
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May 17, 2013 |
Title of Each Class of Securities to be Registered 424B2 1 d537502d424b2.htm 424B2 Table of Contents Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 3.750% Senior Notes due 2023 $500,000,000 99.967% $499,835,000 $68,200 (1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. (2) Paid herew |
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May 15, 2013 |
Issuer Free Writing Prospectus Dated May 15, 2013 Filed Pursuant to Rule 433 Registration Statement No. |
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May 15, 2013 |
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED MAY 15, 2013 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-182102, 333-182102-01 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer |
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May 14, 2013 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF LORILLARD, INC. A Delaware Corporation (Amended and Effective as of May 14, 2013) TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 2 Section 5. |
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May 14, 2013 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LORILLARD, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Lorillard, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows: 1. The name of the Corporation is Lorillard, Inc. The original certi |
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May 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File Numbe |
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April 24, 2013 |
LORILLARD, INC. REPORTS FIRST QUARTER RESULTS EX-99.1 2 d526284dex991.htm EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS FIRST QUARTER RESULTS GREENSBORO, NC, April 24, 2013 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended March 31, 2013. First Quarter Highlights • First quarter reported (GAAP) diluted earnings per share increased 50.9% versus last |
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April 24, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d526284d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incor |
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April 24, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d505533d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Com |
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April 3, 2013 |
- DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e) |
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March 22, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e) |
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March 22, 2013 |
Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004-1482 Telephone: 212-837-6000 Fax: 212-422-4726 hugheshubbard. |
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March 22, 2013 |
Correspondence Ronald O. Whitford, Jr. Associate General Counsel and Assistant Secretary (336) 335-7717 Fax (336) 335-7707 March 22, 2013 By EDGAR Securities and Exchange Commission 100 F St., N.E. Washington DC 20549 Attention: Sonia Bednarowski Re: Lorillard, Inc. PRE 14A Filed March 22, 2013 File No. 001-34097 Ladies and Gentlemen: In connection with the referenced filing, the Company accepts r |
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March 20, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File Num |
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March 20, 2013 |
EX-99.1 2 d506931dex991.htm EX-99.1 Exhibit 99.1 Investor Meetings Investor Meetings March 20-21, 2013 March 20-21, 2013 Safe Harbor Disclaimer Safe Harbor Disclaimer 1 You are cautioned that certain statements made in this presentation are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation |
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March 18, 2013 |
- PRELIMINARY NOTICE & PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)( |
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March 15, 2013 |
Regulation FD Disclosure - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission |
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February 19, 2013 |
Subsidiaries of Lorillard, Inc Exhibit 21.1 LORILLARD, INC. Subsidiaries of the Registrant As of December 31, 2012 Name of Subsidiary Organized Under Laws of Percentage Owned by Lorillard, Inc. Lorillard Tobacco Company Delaware 100 % Lorillard Licensing Company LLC North Carolina 100 % One Park Media Services, Inc. Delaware 100 % LOEC, Inc. dba blu eCigs Delaware 100 % Lorillard Holdings Company, |
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February 19, 2013 |
Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 LORILLARD, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (In millions) Year Ended December 31, 2012 2011 2010 2009 2008 Earnings from continuing operations before income taxes $ 1,728 $ 1,770 $ 1,635 $ 1,519 $ 1,434 Add: Fixed Charges 154 125 94 27 — Earnings available for fixed charges $ 1,882 $ 1,895 $ 1,729 |
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February 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34097 Lorilla |
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February 13, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File |
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February 13, 2013 |
LO / / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Lorillard, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 544147101 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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February 13, 2013 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d483463dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 2013 in connection with their beneficial ownership of Lorillard, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which thi |
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February 13, 2013 |
EX-99.I 2 d483463dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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February 13, 2013 |
LORILLARD, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2012 RESULTS – RAISES DIVIDEND 6.5% EX-99.1 2 d485990dex991.htm EX-99.1 Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2012 RESULTS – RAISES DIVIDEND 6.5% • Fourth quarter reported (GAAP) diluted earnings per share (on a split adjusted basis) increased 3.9% versus last year to $0.80, and annual reported (GAAP) diluted earnings per share increased 5 |
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January 16, 2013 |
Supplemental Financial Information of Lorillard, Inc. EX-99.1 2 d469153dex991.htm SUPPLEMENTAL FINANCIAL INFORMATION Exhibit 99.1 Supplemental Financial Information of Lorillard, Inc. As previously announced, the Board of Directors of Lorillard, Inc. (the “Company) declared a three-for-one split of the Company’s common stock. The split did not affect the number of authorized shares included in the Company’s certificate of incorporation. The record da |
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January 16, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File N |
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December 18, 2012 |
EX-99.2 3 d456680dex992.htm LETTER TO SIGNATORY STATES AND TERM SHEET Exhibit 99.2 JONES DAY 77 WEST WACKER • CHICAGO, ILLINOIS 6O6O1-1692 TELEPHONE: 312-782-3939 • FACSIMILE: 312-782-8585 Direct Number: (312) 269-4368 [email protected] JP015026:ehd 629000-605003 December 17, 2012 VIA E-MAIL Bradford Phelps Chief Deputy Attorney General State of Arkansas, Office of Attorney General 323 Cen |
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December 18, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File |
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December 18, 2012 |
Press Release Exhibit 99.1 Contact: Bob Bannon Investor Relations (336) 335-7665 Lorillard Reaches Agreement over Disputed MSA Adjustments Company expects to receive more than $198 million in credits against future MSA payments over the next five years GREENSBORO, NC, December 18, 2012— Lorillard, Inc. (NYSE: LO), the third largest manufacturer of cigarettes in the United States, announced today t |
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November 13, 2012 |
Lorillard Declares 3-for-1 Stock Split Lorillard, Inc. Press Release Exhibit 99.1 Contact: Bob Bannon Investor Relations (336) 335-7665 Lorillard Declares 3-for-1 Stock Split GREENSBORO, NC, November 13, 2012— Lorillard, Inc. (NYSE: LO), the third largest manufacturer of cigarettes in the United States, announced today that its Board of Directors has declared a three-for-one split of Lorillard common stock. The stock split will be effe |
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November 13, 2012 |
Morgan Stanley Global Consumer Conference EX-99.2 3 d438848dex992.htm LORILLARD, INC. SLIDE PRESENTATION Morgan Stanley Global Consumer Conference November 13, 2012 Morgan Stanley Global Consumer Conference Morgan Stanley Global Consumer Conference November 13, 2012 November 13, 2012 Exhibit 99.2 Presenter Presenter Murray S. Kessler Murray S. Kessler Chairman, President and Chief Executive Officer 1 Safe Harbor Disclaimer Safe Harbor Dis |
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November 13, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d438848d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of in |
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November 1, 2012 |
LORILLARD, INC. 2008 INCENTIVE COMPENSATION PLAN (As Amended October 30, 2012) Exhibit 10.1 LORILLARD, INC. 2008 INCENTIVE COMPENSATION PLAN (As Amended October 30, 2012) 1. General. 1.1 Purpose. The Lorillard, Inc. 2008 Incentive Compensation Plan (the “Plan”) has been established by Lorillard, Inc. (the “Company”) to (i) attract and retain persons eligible to participate in the Plan, (ii) motivate Participants, by means of appropriate incentives, to achieve long-term goals |
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November 1, 2012 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File N |
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October 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-3409 |
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October 24, 2012 |
LORILLARD, INC. REPORTS THIRD QUARTER 2012 RESULTS Press Release Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS THIRD QUARTER 2012 RESULTS GREENSBORO, NC, October 24, 2012 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended September 30, 2012. Third Quarter Highlights • Reported (GAAP) diluted earnings per share increased 11.3% versus last year to $2.16. • Adjusted |
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October 24, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commissi |
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August 21, 2012 |
Fourth Supplemental Indenture Exhibit 4.2 LORILLARD TOBACCO COMPANY, as Issuer LORILLARD, INC., as Guarantor THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FOURTH SUPPLEMENTAL INDENTURE Dated August 21, 2012 2.300% Senior Notes due 2017 Supplemental to Indenture dated June 23, 2009 THIS FOURTH SUPPLEMENTAL INDENTURE (the “Fourth Supplemental Indenture”) is made the 21st day of August, 20 |
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August 21, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2012 LORILLARD, INC. (Exact name of registrant as specified in its charter) Delaware 001-34097 13-1911176 (State or other jurisdiction of incorporation or organiza |
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August 21, 2012 |
EX-1.1 2 d400238dex11.htm UNDERWRITING AGREEMENT Exhibit 1.1 Lorillard Tobacco Company $500,000,000 2.300% Senior Notes due 2017 Guaranteed by Lorillard, Inc. Underwriting Agreement August 16, 2012 BARCLAYS CAPITAL INC. J.P. MORGAN SECURITIES LLC RBS SECURITIES INC. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New |
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August 17, 2012 |
Title of Each Class of Securities to be Registered Table of Contents Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 2. |
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August 16, 2012 |
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED AUGUST 16, 2012 424B2 1 d397067d424b2.htm PRELIMINARY PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-182102, 333-182102-01 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus |
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August 16, 2012 |
Issuer Free Writing Prospectus Dated August 16, 2012 Filed Pursuant to Rule 433 Registration Statement No. |
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July 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34097 Lor |
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July 25, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d385139d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorp |
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July 25, 2012 |
LORILLARD, INC. REPORTS SECOND QUARTER 2012 RESULTS Press release Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS SECOND QUARTER 2012 RESULTS GREENSBORO, NC, July 25, 2012 – Lorillard, Inc. (NYSE: LO) announced today its results for the quarter ended June 30, 2012. Second Quarter Highlights • Reported (GAAP) diluted earnings per share increased 5.9% versus last year to $2.17. • Adjusted (Non-G |
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July 10, 2012 |
Credit Agreement Exhibit 10.1 CREDIT AGREEMENT dated as of July 10, 2012 among LORILLARD TOBACCO COMPANY, as Borrower, LORILLARD, INC., as Parent, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC and WELLS FARGO SECURITIES, LLC, as Joint Bookrunners and Joint Lead Arrangers, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and B |
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July 10, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission |
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June 13, 2012 |
Table of Contents As filed with the Securities and Exchange Commission on June 13, 2012 Registration No. |
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June 13, 2012 |
Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 LORILLARD, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars In Millions) For the Years Ended December 31, Q1 2012 2011 2010 2009 2008 2007 Earnings from continuing operations before income taxes $ 354 $ 1,770 $ 1,635 $ 1,519 $ 1,434 $ 1,383 Add: Fixed Charges 39 125 94 27 — — Earnings available for fixed charges $ 393 $ |
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June 13, 2012 |
Form S-8 As filed with the Securities and Exchange Commission on June 13, 2012 Registration No. |
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May 18, 2012 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File Numbe |
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May 8, 2012 |
Other Events - FORM 8-K AMENDMENT Form 8-K Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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April 27, 2012 |
Asset Purchase Agreement EXECUTION COPY ASSET PURCHASE AGREEMENT among LRDHC, INC. |
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April 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34097 Lo |
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April 25, 2012 |
Exhibit 99.1 Contact: Robert Bannon Director, Investor Relations (336) 335-7665 LORILLARD, INC. REPORTS FIRST QUARTER 2012 RESULTS AND ACQUISITION OF BLU ECIGS GREENSBORO, NC, April 25, 2012 – Lorillard, Inc. (NYSE: LO) announced today results for the quarter ended March 31, 2012, and the acquisition of blu ecigs®. Highlights • First quarter reported (GAAP) diluted earnings per share decreased 0.6 |
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April 25, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of incorporation) (Commission File Num |
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April 5, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)( |
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February 23, 2012 |
Exhibit 99.1 Exhibit 99.1 1 February 23, 2012 Consumer Analyst Group of New York Conference 2 Chairman, President and Chief Executive Officer Murray S. Kessler 3 Safe Harbor Disclaimer You are cautioned that certain statements made in this presentation are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, wi |
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February 23, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d304175d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2012 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-34097 13-1911176 (State or other jurisdiction of in |
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February 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34097 Lorilla |
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February 21, 2012 |
FORM OF LORILLARD, INC. RESTRICTED STOCK UNITS AWARD CERTIFICATE Exhibit 10.24 FORM OF LORILLARD, INC. RESTRICTED STOCK UNITS AWARD CERTIFICATE THIS CERTIFICATE, dated as of , evidences the grant of the Award set forth below by Lorillard, Inc., a Delaware corporation (the ?Company?) to (the ?Participant?). RECITALS The Compensation Committee (the ?Committee?) of the Board of Directors of the Company has determined to grant to the Participant a Performance Award |
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February 21, 2012 |
Exhibit 21.1 LORILLARD, INC. Subsidiaries of the Registrant As of December 31, 2011 Name of Subsidiary Organized Under Laws of Percentage Owned by Lorillard, Inc. Lorillard Tobacco Company Delaware 100% Lorillard Licensing Company LLC North Carolina 100% One Park Media Services, Inc. Delaware 100% The names of certain subsidiaries which, if considered as a single subsidiary, would not constitute a |
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February 21, 2012 |
Exhibit 12.1 LORILLARD, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (In millions) Year Ended December 31, 2011 2010 2009 2008 2007 Earnings from continuing operations before income taxes $ 1,770 $ 1,635 $ 1,519 $ 1,434 $ 1,383 Add: Fixed Charges 125 94 27 ? ? Earnings available for fixed charges $ 1,895 $ 1,729 $ 1,546 $ 1,434 $ 1,383 Fixed Charges: Interest expense, ne |