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 Number) | | (IRS Employer Identification No.) |
714 Green Valley Road
Greensboro, North Carolina 24708-7018
(Address of principal executive offices, including zip code)
(336) 335-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
On December 18, 2012, Lorillard, Inc. (“Lorillard” or the “Company”) issued a press release announcing that its wholly-owned subsidiary, Lorillard Tobacco Company, along with other participating manufacturers, has agreed to a term sheet with 17 states and the District of Columbia and Puerto Rico that resolves disputes under the 1998 Master Settlement Agreement (“MSA”) involving payment adjustments relating to nonparticipating manufacturers. Copies of the press release dated December 18, 2012 and letter dated December 17, 2012 to the signatory states to proceed with settlement and term sheet are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K (“Form 8-K”).
The information under Item 7.01 and in Exhibits 99.1 and 99.2 in this Form 8-K are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
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| 99.1 | | Lorillard, Inc. press release dated December 18, 2012. |
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| 99.2 | | Lorillard, Inc. letter dated December 17, 2012 to signatory states and term sheet. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| LORILLARD, INC. |
| (Registrant) |
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| By: | | /s/ David H. Taylor |
| | David H. Taylor |
| | Executive Vice President, Finance and Planning and Chief Financial Officer |
Dated: December 18, 2012
