-0-11 -0
Corporate Letter (( "'.181
Announce"IlOnt
Brown & W11118maron Indusirdies incorporated December 10. 1979
a-&n7dushies
The ledwig statement win be released on December 12 19 79. by S.A. T industries
AnnollffMOS FonMtkn
Ltd.. London. parent companyotBrown & 'Nilliamson Industries.
of Now Afanagment
Group In U.S. -
BA rUS INC.
SAT Industries announces that. effective January 1. 1980, a recently incorporated
company, SATUS INC, will assume sole management responsibility for its major business
Interests in the United States. including the tobacco and retail companies that have been
operating under Brown & Williamson Industries. SATUS INC.. whose corporate off ices will
be loca,*od in Louisville. Ky.. will report directly to the main Board of BAT industries in
London
Louisvifle-based Brown & Williamson Industries. largest subsidiary of SAT Industries, has
been It-* holding company for Brown & Williamson Tobacco Corporation, Saks Fifth
Avenue. Gimbel Department Stores. Kohl Supermarkets and Kohl Department Stores.
These cusinesses have combined sales of approximately S3.5 billion.
The SATUS management structure will include two additional U.S. holdings of BAT
Industries. These are Appleton Papers Inc.. a Wisconsin-baited manufacturer of specialty
papers acquired by BAT Industries I rom NCR Corporation in 1978. and Export Leaf
Tobacco Company. a Inif buying and processing company of Richmond, Va.
Following the management m-structuring, there will be three industrial Divisions under the
BATUS Group Board, comprising Me existing U.S. operating companies and reflecting the
major areas of activity of the company, Brown & Williamson Tobacco. Brown & Williamson
linterristional Tobacco. and Export Lost Tobacco Company will form the Tobacco Division;
Me Retail Division will comprise Saks R l1h Avenue. Gimbel Department Stores. Kohl
Supermarkets. and Kohl Department Stores: Appleton Papers will form ft Paper Division.
While the BAT Group's cosmetics interests in the United States will be owned through
BATUS. these companies will continue to be controlled through B(itish-American
Cosmetics Ltd. Mention Packaging Internationaft interests in Me United States are also
excluded from this now arrangement.
The principal officers of BATUS INC. will be the same as these previously for Brown
Williamson Industries: J. E fdons. President and Chief Executive Officer: C. L AftCarly
Executive Vice President and Chief Operating Officer: am A H Porw, Jr. Senior Vice
President and Chief Financial Officer.
The Beard of Directors of BATUS will also include P. Sheehy. Deputy Chairman of
B.A.T fncustries@ PAM. Best and S. P. Garraway. Directors of &AT industries; J. J.
Hengen. President of Appleton papers lnc@; &M A. A. Johnson and R. J. Suslow. Chairman
am President respectively. of SATUS Retail Division. D.A. Schechter. Vice President and
General Counsel. will serve as Secretary to the Board.
Mr. Peter Mlicaosmi, Chairman of BAT IndustrieL hu described the decision as, "a
significant stop forward" in the BAT Group's development"It makes excellerit sense for
the substantial assets we own in the United States to have locally coordinated manage-
ment and direct access to the BAT "ustries Board in I. The now stnucture will
snable us to respond in a sensibv@Ahd more effective way to the highly competitive am
rapidly changing climate Of the U.S. market."
SAT Industries he$ major International interests in tobacco, retail, paper. printing &M
packaging. and cosmetics. Products of Its subsidiary arid affiliated companies ate manu-
factured in 7a countries on six continents. Consolidated sales in 1978 were in excess of
313 billion (L6.676 million).
BAT Imousmas IP.LQ - UINNEBQrTA DVOSITM Copy - PRODUCED pURSUANT To OF
CONSENT JUDGMENT DATED SAM IN SrATE OF AftymEsom Er AL v. PNILIp umgm, Er CASE No. C14WMS
page two
S&U&UM aW SCOPO The business activities of SATUS INC. are grouped into :nree Divisions. The companies
Of 19A TUS Grattop comprising these operations are summarized below:
TOBACCO DIVISION - Smiam & Williamson Tobacco Corporation
BROWN & WILLIAMSON T08ACCO CO.-USA
Nesaftefters, - Lowaville. KY
%wiscunng C&C..4tras -
ArinCoAll 4AS OW10311C ftnUll
..6isv,116. KY@ Prorsitkirg. VA;
KOOL VICEROY. RALEIGK BELAIR
M.&C-M. GA: WInST."481M. NC
BROWN & WILLIAMSON INTERNATIONAL TOBACCO
Hasoauarters - Lowiville. KY
0-c-oss Esoon 3!anO -
KEW. KOOL LUCKY STRIKE
PALL MALL VICVkOY
EXPORT LEAF TOBACCO COMPANY
melidquarters; - A-crimorki. VA
ftcrilaing FAC;.I.-ts -
Priftesilia$ACIM(ASS -
'Misen. MC
Toolicto Leal BUY-Ag am Processing
RETAIL DIVISION
SAKS FIFTH AVENUE
Hesdouarters - -Ww York W
S,*A.,tsn Wrjc@ Sams OWBIN -
AAArrittief of stores - 32 Fashion
Amcna. Calikims. Flonlia.
sos"Ity Units
Georgia. 41#101s. uss"Chusal"s.
%urytana. Michigan. lilissoun.
Now Jersey, New York Ohio.
Parm"vanse. T*.as
GMSEL DEPARTMENT STORES
pme" Units - .0sawallots -
CWRbM - Now York %low York. NY - I I Sim$
Gimbals - Phallidefol'"A P-4900onla. PA - 10 Stores
Gontim - Pinsow9n P%Sasgri. PA - 6 SkM
Giniow - MWOLikee %"Waukiss, W! - I I Slam
KOHL SUPERMARKETS
H"ftorfors - MAWPAM, VA
OWaIWs - 74 SolisimarketIl
-n Wimmsin am Iflorms; 41 onpill
stefes; 4 111"Wags, SIMlis;
M-cArnonce Pacav; Institutional
lic2d Senor
AS; Thrift askents
KOHL DEPARTMENT STORES
Nao*aftm - $&kV*A". Wt
Ocefloons I vow
Decannivat Stores in wisc
A new apparel JosCaffir store "in mj#
also DO '"C!@C*C I* the 46120 Olvillm
IIN" olot stores are schooz.4d to OW -v --na-year 19X
PAPM DIVISION
APPLETON PAPERS INC
Neadworrom - 400". VA
%*#saw Plams -APO. WI:
IR""Co"I Acinotoos - Falser
Carmonsit LOM Will: Illidnest. WI;
Manwactis" am Prot"isiv
Searing Spnn& Pk-
"amsburg, PA, Dayton, *4
A Un" Logo It is appropriate Mgt BATUS INC, be represented by a unique graphic Image in order to
ro D@pkt Now convey the now identity IM MeftooMent responsibility.
C"P"t& GrOUP The now Corporate logotype. claplayed at left. couples 'I* BATUS name With a stylized
version of our former BWI logo. Aa & row corporate syrrcol. it Is designed as a single
BAR60 element to signify the on-going diversified nature of our business interests.
Uginning in January 198M this now Symbol will appear on all BATLIS INC. corporate
communications materials, We hope that it will g" internal acceptance and provide A
significant identity for the corporation in the exciting years ahead.
r%j
C@j
oo
BAT INDWTRIES P.LC. - LJINNEBOTA DEpOSTTORy Copy - pROWCED pURSUANT To VII.D. OF
CONUNT JUDGMENT DATED S/SM IN STATE OF AAMEBOTA, ET AL V. PMXP HORNS. ETA" CASE No. C14M.MS
page.-r!ree
APPleton PaPers Inc.
we are pleased to welcome Appleton Papers Inc. and Export Leaf Tobacco Co. as
And Expod Lealf
members of the BATUS Group.
Tobacco Co. Join
BA MS QMUP
APPLETON PAPERS INC, headquartered in Appleton. Wisc.. was purchased by B.AT
Industries from NCR Corp. in July. 1971L Appleton Papers manufactures and markets
nationally and internationally a wWo range of specialty and coated paper materials. It win
be the constituent company in the BATUS Paper Division,
Appleton Papers has the distinction of being the original manufacturer am a major
producer of carbonless copying paper. Ensuring its leadership position in ths steady and
continually growing market Appleton has recently announced a major expansion program
to increase capacity for production of the NCR Paper brand of caroonless pacer. The
major "to of this expansion is now under way at the Harrisburg. Pa. plant. which is
strategically sited to meet market clemands,
In addition to the carbonleas paper products. Appleton Papers has a strong market
presence with a broad lint of Commercial Papers. These are coated and unczated papers
for the graphic arts, plus specially papers for diverse industrial needs. Another important
Appleton Paper product category is Capsular Products - microscopic Polymer
"packages" for a variety of substances. Current applications for capsular prcducts
include fime-delayed release pharmaceuticals; "scratffri'sniff" fragrances; heat-respon-
sive encapsulated liquid crystals tot medical diagnostics and testing; and industrial
coatings. adhesives. and solvents.
The company has six highly interdependent manufacturing facilities organized into two
geographic groups. The Msconsin Gtoupconsists of plants located at Appleton. Corn-
bived Locks. anci Portaga, Wisc. The Eastern Group includes manufacturing facilities at
Dayton, Ohio: Roaring Springi, and Harrisburg, Pa. This* levels of production - pulp-
making, paper bass stock ptoduction, and conversion - are performed at each group.
More then 2500 man and women, possessing a wide range of specialized talent and
industrial experience. are empkhred by Appleton Papers. Technical activity hoadquar-
tened at Appleton involves a bland of research &M development concerning pulp and
paper-making, aqueous Wd 31 C=UflgL specialized converting. microoricapsulated
product formatiOnS. and process development.
EXPoRr L64F TOBACCO CO. headquartered in Richmond. Va. Purchases. Processes.
and stores U. S. grown Flue-cured and Burley tobaccos tot both U. S. and foreign tobacco
companies,
As a member of the Tobacco Division of IIATUS INC, Export LOW provides last tobacco to
all manufacturing operations of Brown & Williamism Tobacco Co.-U.SA. and Brown &
Williamson International Tobacco. In addition, the cornpany ships tobacco to SAT. Indus-
bies Ltd. subsidiary aind affiliated tobacco companies. and to customers 0&.*r than BAT@
associated companies. located in 40 countries.
Major activifies include the purchase of Flue-cured tobacco at 93 separate M, arket loce-
bons in the Eastern U. S. from July through October: and the purchase of Burley tobacco at
58 Markets in Kentucky. Tennessee, North Carolina. Virginia. and West Virginia during
November, December. and January.
Each year Export Loaf Tobacco employs approximately 1000 individuals. of which 400
are permanent salaried employees. The companys primary processing fac1thes and
allied operations are located in Wilm N.C.
110
B.A.T IMIX111111TRIES-P.1-C. - MINMEMA DEPOWrM COPY - PMMCED PURMAUT To I VILD. oF
Comm JucamENT DATEc 5098 IN STATE OF A#MWSOTA, ET AL V. PHXIP MoRge, ET CASE NO. C1 94 8585
page ti,..
B.A.T Indwshies - B.A.T Industries Ltd. is Britain's third-illugest industrial enterprise as listed by tt,.e Times
An Overview Of 1000" (London Times. annual compilation). The organizational role of the SATUS Group
Global OVerallions 'a better understood through a Perspective Of the scope and significance of B.A.T Indus-
tries as a global corporation.
SAT Industries Ltd.. headquartered in Windsor House in London. has 83% of its assets
ovarseas. The principal business activities include the worldwide manufac.,uring of
tobacco products. and international interests in the retailing, Doper, and cosmetics indus-
tries. The subsidiary and affiliated companies of BAT Industries employ morethan
250.000, W their products are manufactured in 75 cowries on six continents.
In addition to SATUS INC, the principal Operating Groups are British-American Toft=o
Co. Ltd.; Wiggins Toape Group Ltd.; SAT Stores Holdings Ltd.. Mardan Packaging
International Lid.; and BrItish-American Cosmetics Ltd.
BAT Industries Ltd. is the world's largest private enterprise manufacturer of tcoacco
products. The subsidiary vW affiliated companies of 13ATUS INC. and British-American
Tobacco Co. Ltd. operate 121 tobacco factories in 5 1 countries.
The Wiggins Toope Grouo Ltd. produces the world's widest range of specialty and indus-
trial papers. &W is Britain's largest paper exporter. Well-known brand names include
idem. Conqueror and ftit The Group operates 10 paper mills and nine faccries in
Britain, wW others in Belgium. France, Eire, Brazil, India and Affts.
SAT Stores Holdings is the holding company for BAT Inclustfies'LIX retail interests.
Those operations include 5 13 International Supermarkets; over 142 Pricarito discount
gores; a growing number of "supwstores" which sell both food and non-food items:
Kesday & Tongo Limited. which has 50 cash end carry wW wholosalo warehouses: and
Argos Distributors Limited. Me UX catalogue showroom chain.
Mardon PackaghV International is one of the largest companies involved in We British
packaging market and has further substantial interests in Europe and North America.
The largest British-owned cosmetics group.13ritlo-American Cosmetics Ltd. embraces
the Houses of Yardley, Lorithdric, Momy, Cyclax. Germaine Monteil. Juvene. am Tuvachd.
Their barium". cosmetics. toiletries, soaps and skin care products are sold in 143
countries.
BAT Industries Ltd. was formed in 1976 as a result of the merger of British-American
Tobacco Co. Ltd. - founded in 1902 - with Tobacco Securities Trust Co. Ltd. (whose
name was charigod to SAT Industries Ltd.). After the rrwgor. British-American Tobacco
Company became a wholly-owned subsidiary and the holding company for B.A.T Indus-
tnes! tobacco interests.
#00
ftCaroMill LOW IS an 1AMM&POW.CaPor Veparei? by the 8W1C0Mu-j'tftard"SC0_-3 -:-Orr sw
ms.-ftaution.0 ow. a-wo fri&Aa"Ment person-f
Grown &WNsmsm Industries incorporated - 2000 Chilsons Pkese - Louisville. Kentucky 40202
13.A.T INMmmms P.L.C. - MINNESOTA DVOSITM Copy - pROM=O
CONSENT JUDGMENT DATED 518/98 IN STATE OF A*NNEsOTA, Er AL V. pMLV Akg PURSUANT TO VILD. OF
M Er All- CASE 140. C1_94-ana