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875-P. LorIDard Company-P. E. Amend. No. 3 -Pandick Press, Inc.-May 8, 1967 Registration No. 2-23521 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 P. Lorillard Company

875-P. Lorillard Company-P. E Amend. No. 3 -Pandick Press, Inc.-May 8, 1967 PRELIMINARY PROSPECTUS DATED MAY , 1967 P. Lorillard Company 35,640 Shares Common Stock (Par Value $5 Per Share) This Prospectus covers a portion of the shares of Common Stock of P. Lorillard Company (the Company) issued to Usen Canning Co., a Massachusetts corporation, and subsequently distributed by such corporation to its sole stockholder in connection with the acquisition by a wholly-owned sub- sidiary of the Company of substantially all of the assets, business and goodwill of said Usen Canning Co. and the assumption of substantially all of its liabilities, as described herein under "Business". All or part of such shares may be sold from time to time by such stockholder or certain of his charitable donees on the New York Stock Exchange at prices current at the time of sale. See "Price Range of Common Stock" herein. The Company will receive no part of the proceeds of any such sale. THESE SECURYTIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURI- TIES AND EXCHANGE COMMISSION NOR HAS THE COMHIISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Tlie date of this Prospectus is , 1967. W cd w 0 0 w w t~+

I 875-P. Lorillard Company-P. E. Amend. No. 3-Pantfick Press, Inc.-May 8, 1967 No person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, and if given or made, such information or representations must not be relied upon as having been authorized. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy Common Stock in any State to any person to whom It Is unlawful to make such offer or solicitation in such State. The delivery of this Prospectus at any time does not Imply that the information herein is correct as of any time subsequent to the date hereof. TABLE OF CONTENTS Page The Company _ ............ ......... ............................... . _ ...... . ... 2 Capitalization ......... . .. .... ............................... _ ...... ........................... 3 Dividends on Common Stock ........................................................................ 3 Price Range of Common Stock .......................................................... ........ 3 Statement of Consolidated Eansings .............................................. ............. 4 Business ......... _ ........................................................... Property . ........................................ ... ........................................ ................... 9 Management ..................... .. ................................. ..... .. ............................. .... 10 Directors and Officers .. ........ ..... _ _ ... . . ......... .. _ _ _ ..... .. 10 Remuneration ........................................................................ .............. 11 Options ................. ........................... ....................................... ... ......... ........ 13 Legal Proceedings .... ............. . . . ......... ..... .. . . . . . . . . ..... .... . .. . . . . . . . .......... . . . . . ...... . . . . . 15 Description of Common Stock ...................................................................... 15 Selling Stockholder_. ......... _ .... ........ .. ..... . ......... ........................ . _...- 16 Experts ...... ........... . ..... . . ......... ... ............. . ....................... ........... ..... .......... . ..... 16 Legal Opinion ................................................................................................ 16 Additional Information .................................................................................. 16 Opinion of Independent Certifled Public Accountants .................... ........... 17 Financial Statements . .................................................................... ............ . . . . . 18 THE COMPANY The Company, the executive offices of which are located at 200 East 42nd Street, New York, New York 10017, was incorporated under the laws of New Jersey on November 24, 1911. Its principal business is the manufacture and sale of cigarettes, smoking and chewing tobacco and little cigars. In addition, its subsidiaries are engaged in the production and sale of pet food, candy and industrial packaging. 2

875-P. Lorillartf Company-P. E. Amend. No. 3 -Pandick Press, Inc.-May 8, 1967 CAPITALIZATION The capitalization of the Company as of March 31, 1967 is summarized below. The sale of the shares of Common Stock offered by this Prospectus will not affect the capitalization of the Company as these shares are already issued and outstanding. Authorized Outstanding Long-Term Debt: (1) Twenty-five year 3% debentures due March 1, 1976........ $ 15,000,000(2) $ 9,750,000 Twenty-five year 3V4 % debentures due April 1, 1978 (less $156,000 held by Company) ......... ............ ..... 22,500,000(2) 14,244,000 4% % sinking fund debentures due June 1, 1986. ...... 40,000,000(2) 36,800,000 Total Long-Term Debt..................... .................. $60,794,000 Short-Term Debt(3).................................................. ................. $31,400,000 Capital Stock: 7% Preferred Stock, par value $100 per share (cumulative) 99,576 shs. 98,000 shs. Common Stock, par value $5 per share ................................ 10,000,000 shs.(4) 6,504,557 shs. (5) (1) Excluding an aggregate of $2,625,000 due within one year, of which $2,618,000 is held for sinking fund purposes by the Company. (2) 'ilte sum stated represents the original principal amount of the debentures. (3) The interest rates payable on such debt were not in excess of the prime rate in effect at the time of issuance, which presently is 5%56. (4) Includes 46,100 shares reserved for issuance under the Restricted Stock Option Plan and 302,387 shares reserved for issuance under the Stock Purchase, Option and Incentive Plan. (See "Options" herein and Note 9 to the financial statements.) (5) Excludes 174,987 shares held in treasury. DIVIDENDS ON COMMON STOCK The Company has paid consecutive cash dividends on its Common Stock in each year beginning in 1932. The amounts of such dividends for the five years ended December 31, 1966 are set forth under "Statement of Consolidated Earnings". Since July 1, 1963, such dividends have been paid at the annual rate of $2.50 per share. See "Description of Common Stock" herein for information concerning priorities and restrictions on payment of dividends. PRICE RANGE OF COMMON STOCK The following table indicates the high and low sales price of the Common Stock of the Company on the New York Stock Ex change from January 1, 1962 through May 4, 1967, inclusive. The closing price on May 4 1967 was 60t/s , Year . High Low 1962 .................................................... 6334 36% 1963 .................................................... 54b'e 42bi 1964 .................................................... 50% 40bi 1965 ... . . ............................................. 49 t/a 41 5A 1966 .................................................... 56%s 40~fz 1967 through May 4 .......................... 63% 41 3

875-P. Lorillard Company-P. E. Amend. No. 3 -Pandick Press, Inc.-May 8, 1967 STATEMENT OF CONSOLIDATED EARNINGS The following statement of consolidated earnings of P. Lorillard Company and its subsidiaries (which includes amounts applicable to Usen Canning Co. and Reed Candy Company prior to their combination with Lorillard in 1965 and 1966, respectively, in poolings of interests-see Note 1 to financial statements) for the five years ended December 31, 1966 has been examined by Haskins & Sells, independent certified public accountants, whose opinion with respect thereto appears elsewhere herein. This statement should be read in conjunction with the other consolidated financial statements of Lorillard and the related notes included elsewhere herein. 1962 REVENUES: -Year Ended December 31 1963 1964 1965 1966 Net sales (a) ............................ _ $524,263,344 $525,850,104 $478,810,027 $483,855,477 $510,434,780 Other ....._ ....................... ... 919,159 1,208,917 1,531,306 2,670,936 1,669,783 Total revenues.... ... . ...... .. . .... 525,182,503 527,059,021 480,341,333 486,526,413 512,104,563 COSTS AND EXPENSES: Cost of goods sold (a) ......... .... ........ .. 386,307,622 382,227,076 343,932,585 346,899,751 360,924,710 Selling, advertising and administrative expenses ........................................ 77,233,998 78,365,629 79,150,142 81,824,845 87,649,424 Interest on long-term debt....._..... ...... 3,366,660 3,207,608 2,913,843 2,796,857 2,573,851 Other interest (principally on bank loans) ....... ._ .................... ....... _ 2,040,154 1,945,167 1,791,000 2.007,788 1,746,273 Federal income taxes: Current ...__. ......... ...... ... _ 26,483,851 29,784,249 24,167,607 22,901,440 27,062,125 Deferred ... ...................... ......_ .. 735,825 833,226 348,386 549,560 499,875 State and foreign income taxes... 2,059,291 2,254,828 1,884,755 2,700,000 2,333,000 Total costs and expenses.......... 498,227,401 498,617,783 454,188,318 459,680,241 482,789,258 NET EARNINGS ..... _ .. ............................. .. 26,955,102 28,441,238 26,153,015 26,846,172 29,315,305 DIVIDENDS ON PREFERRED STOC%.......__......... 686,000 686,000 686,000 686,000 686,000 EARNINGS APPLICABLE TO COMMON STOCK..-. S 26,269,102 $ 27,755,238 $ 25,467,015 $ 26,160,172 $ 28,629,305 PER SHARE OF COMMON $TOCK: Earnings (b) ..... ........... _.......... $3.86 s4.07 $3.74 $3.89 $4.35 Cash dividends-actual $2.40 $2.4744 $2.50 $2.50 $2.50 (a) Includes excise taxes on products sold: 1962, $219,359,171; 1963, $217,113,355; 1964, $191,661,319; 1965, $192,056,514; 1966, $198,290,082. (b) Based on the average number of shares of common stock outstanding during each year adjusted, for periods prior to the poolings of interests described in Note 1 to the financial statements, for shares issued in such poolings of interests. For the three months ended March 31, 1967, consolidated net sales were $130,993,773 and con- solidated net earnings were $6,159,811 ($.92 per common share), as compared with $115,925,297 and $5,271,286 ($.76 per common share), respectively, for the three months ended March 31, 1966. These comparative figures are unaudited, but the Company believes that all adjustments (comprising only normal recurring accruals) have been made which are necessary to present fairly the results of operations for such periods. Such interim data are not necessarily indicative of the results of operations which might be expected for the fiscal year ending December 31, 1967. 4 Cb ~ ~ ~ Q W (J1 w'~

875-P. Lorillard Company-P. E. Amend. No. 3-Pandick Press, Inc.-May 9, 1967 Products BUSINESS Cigarettes-Cigarettes represented approximately 90% of consolidated net sales in 1966. The principal filter cigarette brands of the Company are KENT. NEWPORT (menthol), TRUE and TRUE (menthol) OLD GOLD Filters, SPRING (menthol) and YORK and the principal non-filter cigarette brand is OLD GOLD Straights. Other Tobacco Products-The Company's more important smoking tobacco brands are BRIGGs, UNION LEADER, FRIENDS, INDIA HOUSE, LUXEMBOURG and BURGUNDY. Its chewing tobacco brands are BEECH-NUT, BAGPIPE and HAVANA BLOSSOM. The Company's little cigar brands are BETWEEN THE ACTS, MADISON and filter-tipped OMeGA, and it also markets a small cigar brand, ERIK. The Company's wbolly-owned subsidiary, Federal Tin and Paper Products, Inc., manufactures metal and paper packaging for a variety of products. Recent Acquisitions On February 24, 1965, a wholly-owned Delaware subsidiary of the Company, now known as Usen Products Company, acquired substantially all of the assets, business and goodwill of Usen Canning Co., a Massachusetts corporation, and assumed substantially all of its liabilities in exchange for 156,250 shares of the Common Stock of the Company. For accounting purposes, the transaction was accounted for in accordance with the "pooling of interests" concept. The acquired corporation was a leading producer of canned cat food with a national distribution of its Tabby and 3 Little Kittens brands. Pursuant to the agreement and plan of reorganization under which the transaction was effected, the Massachusetts corporation immediately changed its name and distributed in liquidation the shares of the Company's Common Stock which it received to its sole stockholder, Irving Usen (see "Selling Stock- holder" herein). Mr. Usen subsequently transferred some of these shares to the Robert D. Usen Family Trust, established by his son, Robert D. Usen, who became President of the subsidiary, a position he held with the predecessor corporation. On November 8, 1965, a wholly-owned Delaware subsidiary of the Company named Golden Nugget Candy Company acquired for cash certain of the assets and the business and goodwill as a going con- cern of Golden Nugget Sweets, Ltd., a California corporation. The acquired corporation principally produced five-cent nougat candy bars with distribution of its BIG Hurttc and Loog bars in eleven Western states. On April 5, 1966, a wholly-owned Delaware subsidiary of the Company named Reed Candy Com- pany acquired substantially all of the assets, business and goodwill as a going concern of Reed Candy Company, an Illinois corporation, and assumed certain of its liabilities in exchange for shares of the Common Stock of the Company. For accounting purposes, the transaction was accounted for in accordance with the "pooling of interests" concept. The acquired corporation produced packaged hard candies and rolls under the REEn's label. 5 GD W LJ 0 0 W ~ CJt

875-P. Lorillard Company-P. E. Amend. No. 3 -Pandick Press, Inc.-May 9, 1967 Competition All of the Company's products are sold in highly competitive markets. The following table, which sets forth the total unit production of all cigarettes in the United States and the total unit sales of all cigarettes by the Company, indicates the relative position in the industry of the Company: Calendar Year Industry* (000) Company (000) Comopant Indastry 1962 ............. ............. 535,495,698 57,140,415 10.7% 1963 ......... .................. ... 550,558,727 57,168,726 10.4%'0 1964 ................................ 540,906,845 50,941,646 9.4% 1965_ .......... ............... 556,806,053 51,211,701 9.2% 1966 .......................... .... 567,264,483 - 9.4% * Source: Reports and bulletins of Commissioner of Internal Revenue. The Company for many years has occupied a leading position in the scrap chewing tobacco field. The Company's little cigar brands, MADISON, BETWEEN THE ACTs, and filter-tipped OMEGA, accounted for a substantial share of the total little cigar market in 1966. The Company believes that ERIK similarly accounts for a substantial share of the total small cigar market. On the basis of information currently available, the Company ranks among the major producers of tobacco products in the country. Advertising The Company's principal brands are advertised and promoted extensively. Advertising and sales promotion expenses, accordingly, have been substantial during the past years, and the policy of the Company is to continue substantial expenditures for these purposes. The advertising media used by the Company include television, radio, magazines, newspapers, outdoor advertising and point-of-sale display materials. [Possible reference to Gift Stars] Sales pro- motion activities are carried on by the Company through salesmen by distribution of samples, point-of- sale display advertising and personal contact with distributors, retailers and consumers. The Company's as well as the industry's sales of cigarettes declined following the publication in January 1964 of the report of the Advisory Committee to the Surgeon General, which purported to associate smoking with a number of diseases. (See "Statement of Consolidated Earnings" herein.) Pursuant to Federal legislation, effective January 1, 1966, packages of cigarettes are required to bear the following statement: "Caution: Cigarette Smoking May Be Hazardous to Your Health." The same legislation also provided that no statement relating to smoking and health would be required in cigarette advertising, if the packages of such cigarettes were labelled in conformity with its provisions. Such regulation of cigarette advertising will terminate on July 1, 1969. The Secretary of Health, Educa- tion and Welfare is directed by such legislation to transmit a report to Congress not later than July 1, 1967 and annually thereafter, concerning (A) current information on the health consequences of smoking and (B) such recommendations for legislation as he may deem appropriate. The Federal Trade Commission is also directed to submit a report to Congress at the same time concerning (A) the 6 ~ ~ W O O W N ~

875-P. Lorillard Company-P. E. Amend. No. 3 -Pandick Press, Inc.-May 9, 1967 effectiveness of cigarette labeling, (B) current practices and methods of cigarette advertising and pro- motion and (C) such recommendations for legislation as it may deem appropriate. The nine leading manufacturers of cigarettes in the United States, including the Company, volun- tarily established a Cigarette Advertising Code, effective January 1, 1965, which imposed uniform stand- ards for cigarette advertising for the member companies. Under the Code, no advertising may be used unless it has first been submitted to an independent Code Administrator and determined by him to comply with the Code standards which relate primarily to such matters as health representations and advertise- ments directed towards persons under twenty-one years of age. On March 25, 1966, the Federal Trade Commission announced that a factual statement of the tar and nicotine content in cigarette smoke on cigarette labels and advertising would not violate its Cigarette Advertising Guides provided no collateral representation is made as to reduction or elimination of health hazards. As the Company believed that the Commission's policy as expressed in such announcement provided a greater opportunity to develop and market cigarettes low in tar and nicotine content for those consumers who desire such products, the Company resigned from the Code. In so resigning, the Company stated that it still intended to adhere to the principles underlying the Code's limitations on advertising to youth. It is the intention of the Company to utilize data regarding tar and nicotine content in cigarette smoke wherever appropriate in future advertising. [Possible reference to proposed bill regarding tar and nicotine content] It is not possible to predict the effect of the foregoing developments on the Company's sales and earnings. Distribution Methods The Company secures its products distribution through direct sales to jobbers who in turn service retail outlets, and through chain store organizations and vending machine operators who purchase their requirements directly. The Company's tobacco products are stocked in public warehouses throughout the country to provide for quick distribution to customers. International About 8% of the Company's total unit sales of cigarettes in 1966 were manufactured in the United States and exported. Such export sales were made directly by the Company and through two wholly-owned subsidiaries, P. Lorillard Pan American, Inc., a Western Hemisphere Trade Corporation, which services marketing areas in Central and South America and Canada, and P. Lorillard International S. A., Zug, Switzerland, which primarily services the marketing areas of Europe and Africa. License agreements have been entered into with thirteen cigarette manufacturers in foreign countries for the manufacture and sale of the Company's products on a royalty basis. P. Lorillard Limited, owned jointly by P. Lori.llard International S. A. and the stockholders of the Company's former licensee and manu. facturer in Hong Kong, manufactures certain of the Company's brands and other cigarettes for markets in Southeast Asia, the Middle East, and parts of Africa. P. Lorillard s.a r.l., a Luxembourg corporation jointly owned by P. Lorillard International S. A. and the Company's former licensee and manufacturer in Luxembourg, also manufactures certain of the Company's brands for markets in the Benelux countries, France and Italy. For further information concerning P. Lorillard s.a r.1., reference is made to material 7

875-P. Lorillard Company-P. E. Amend. No. 3 -Pandick Press, Inc -May 8, 1967 appearing under the caption "Management". In 1966, the number of cigarettes manufactured abroad by such affiliates and by other licensees exceeded the export unit sales from the United States. In several countries ownership of some of the Company's brands is claimed by others and in several other countries prior registrations of the name "KENT", or a variation thereof, are claimed by others. Tobacco and Tobacco Prices The two main classes of tobacco grown in the United States are flue-cured tobacco, grown mostly in Virginia, North Carolina, South Carolina, Georgia and Florida; and burley, grown mostly in Kentucky and Tennessee. The Company purchases flue-cured tobacco primarily for use in cigarettes and purchases burley tobacco for use in cigarettes and smoking tobacco. The Company also purchases Maryland tobacco for use in cigarettes and cigars. Most of the tobacco of these classes used by the Company is purchased by its own buyers and commission buyers at tobacco auctions. The Company also purchases various types of Near Eastern tobacco, most of which is grown in Turkey and Greece. [Possible reference to other sources] In addition, the Company uses seed leaf tobacco, which is grown mostly in Wisconsin, Ohio, Pennsylvania and Connecticut, in the manufacture of various brands of chewing tobacco and cigars. These tobaccos are largely purchased directly from the growers by Company representatives. Due to varying size and quality of the annual crops and other economic factors, tobacco prices have in the past been subject to wide fluctuations. Among those economic factors are government control of acreage-poundage in the flue-cured producing areas and acreage control in the burley areas. These controls together with support prices substantially affect the market prices of tobacco. In the five years ending 1966, the average market price per pound for flue-cured tobacco increased from cents to cents or %. Over the same period, the average market price per pound for burley leaf increased from cents to cents or %. The flue-cured tobacco crop in 1966 was about 1,102 million pounds as compared with 1,059 million pounds in 1965. The government support price increased from 57.7 cents per pound to 58.8 cents per pound, and the average market price increased to cents per pound compared with 64.7 cents in 1965. The burley crop in 1966 was about 550 million pounds compared with 586 million pounds in 1965. The government support price increased to 60.6 cents per pound from 59.5 cents in 1965, and the average market price was increased to cents per pound, compared with 66.8 cents in 1965. In addition to purchases at auction warehouses, the Company purchased in each of the years 1962 through 1966 substantial quantities of aged tobacco from various sources, principally cooperatives financed under the Commodity Credit Corporation program, to supplement tobacco inventories during those years. The Company believes that its current leaf inventories are adequately balanced for its present production requirements. In view of the fact that the process of aging tobacco normally requires approximately two years, the Company at all times has on hand large quantities of leaf tobacco. In accordance with generally recognized trade practice, the Company averages the cost of tobacco in inventory and charges to the cost of current production the tobacco used from inventory at the then average cost. Accordingly, increases or decreases in prices paid for tobacco currently purchased are reflected only partly in current production costs. 8 GO W W O O W W X