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RJR Shareholders to Vote on B&W Buyout

WINSTON-SALEM, N.C. -- R.J. Reynolds Tobacco Holdings Inc., based in Winston-Salem, began mailing prospectuses and ballots yesterday to shareholders so they can vote on a proposed buyout of Brown & Williamson Tobacco Corp., reported the Winston-Salem Journal.

A special shareholders' meeting is scheduled for July 28 in Winston-Salem, where if Reynolds Holdings shareholders approve the deal, which analysts say they expect, it would probably close in a matter of days. The mailing includes instructions for shareholders on how to vote by mail, telephone and over the Internet if they do not plan to attend the meeting and vote in person.

Institutional investors such as mutual funds own most Reynolds Holdings shares -- about 85 percent of the company's stock. Reynolds Holdings has about 109,000 shareholders, said Maura Payne, a company spokeswoman.

Much of the information being sent out was in previous filings with the Securities and Exchange Commission. However, the final prospectus being mailed, which was filed with the SEC last week, contains some new information, including the names of most of the proposed board of directors of Reynolds American Inc.

Reynolds Holdings' R.J. Reynolds Tobacco Co. plans to merge with British American Tobacco PLC's Brown & Williamson and operate under the Reynolds Tobacco name as the main subsidiary of a new publicly traded parent company, Reynolds American, to be based in Winston-Salem.

The proposed board of Reynolds American will have 13 members, including Andrew Schindler, the chairman and CEO of Reynolds Holdings, and Susan Ivey, the president and CEO of Brown & Williamson, based in Louisville, Ky. Schindler will become the executive chairman of Reynolds American and Ivey will be CEO of Reynolds American.
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