SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 30, 1999
REYNOLDS METALS COMPANY
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(Exact name of Registrant as specified in its charter)
Delaware 001-01430 54-0355135
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
6601 West Broad Street, P.O. Box 27003, Richmond, Virginia 23261-7003
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(Address of Principal Executive Offices) (Zip Code)
(804) 281-2000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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The Registrant hereby incorporates by reference in this
report the information under the heading "Unaudited Pro Forma
Condensed Consolidated Financial Statements" set forth in Exhibit
99 filed herewith. This information also appears at pages 50-58
of the proxy statement and prospectus dated December 30, 1999
included in the Registration Statement on Form S-4 (No. 333-
93849) filed by Alcoa Inc. ("Alcoa") with the Securities and
Exchange Commission in connection with the pending stock-for-
stock merger transaction with the Registrant.
With respect to the potential benefit from synergies to be
achieved by Alcoa following completion of the merger with the
Registrant, the following statements were included in a Current
Report on Form 8-K filed by Alcoa on January 10, 2000: "Alcoa
reiterated that it is targeting, and plans to achieve, cost and
efficiency savings of approximately $200 million (pre-tax) by the
end of the second year after the closing of the stock-for-stock
merger transaction with Reynolds Metals Company. The projected
cost synergies, approximately half of which are anticipated for
the first year after closing, will be in addition to Alcoa's
ongoing $1.1 billion (pre-tax) cost-reduction program."
* * * * *
Statements included or incorporated by reference in this
report concerning future expectations, including regarding the
future results of Alcoa and the Registrant, constitute forward-
looking statements. Such statements involve a number of risks
and uncertainties. For each of these statements, the Registrant
claims the protection of the safe harbor for forward looking
statements contained in the Private Securities Litigation Reform
Act of 1995. The following important factors, along with those
discussed in the Registrant's Form 10-Q Report for the quarter
ended September 30, 1999 under "Management's Discussion and
Analysis of Financial Condition and Results of Operations", could
cause actual results to differ materially from those projected:
. materially adverse changes in economic or industry conditions
generally or in the markets served by the Registrant and Alcoa;
. political and economic risk associated with foreign activities,
including political instability in relevant areas of
the world and fluctuations in foreign currencies;
. changes in the supply and demand for and the price of
aluminum, aluminum products, and other products;
. material changes in available technology;
. operating factors such as supply disruptions, the failure of
equipment or processes to meet specifications, changes in
operating conditions, substantial increases in power costs, and
weather;
. failure to complete capital projects as scheduled and within
budget or failure to successfully launch new growth or strategic
business programs;
. labor relations;
. environmental risks and liability under federal, state and
foreign environmental laws and regulations;
. changes in laws and regulations, both U.S. and foreign, or
their interpretation and application, including changes in tax
laws and interpretation and application of tax laws;
. unanticipated legal proceedings or investigations or the
disposition of current proceedings other than as anticipated by
the Registrant's and Alcoa's managements;
. relationships with and financial and operating conditions of
customers or suppliers;
. the actions of competitors;
. the timing, process of, and conditions imposed in connection
with the receipt of governmental permits and approvals relating
to the merger;
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. the ability to integrate the businesses of Alcoa and the
Registrant and to realize expected synergies and strategic
benefits successfully after the merger;
. the challenges inherent in diverting management's focus and
resources from other strategic opportunities and from operational
matters during the integration process; and
. opportunities that may be presented to and pursued by the
combined company after the merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
c) Exhibits.
99 Unaudited Pro Forma Condensed Consolidated
Financial Statements relating to the
proposed merger of the Registrant with Alcoa Inc.
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SIGNATURES
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.
REYNOLDS METALS COMPANY
By: ALLEN M. EAREHART
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Allen M. Earehart
Senior Vice President and Controller
Dated: January 18, 2000
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EXHIBIT LIST
No.
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99 Unaudited Pro Forma Condensed Consolidated Financial Statements
relating to the proposed merger of the Registrant with Alcoa Inc.
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