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): May 3, 2000
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 1. CHANGES IN CONTROL OF REGISTRANT.
On May 3, 2000, the merger of Reynolds Metals Company
("Reynolds") and Alcoa Inc. ("Alcoa") was completed pursuant to
the Agreement and Plan of Merger, dated as of August 18, 1999
(the "Merger Agreement"), among Alcoa, RLM Acquisition Corp., a
wholly owned subsidiary of Alcoa, and Reynolds. The merger
resulted in a change in control of Reynolds.
Under the Merger Agreement, on closing of the merger, RLM
Acquisition Corp. was merged with and into Reynolds, and Reynolds
became wholly owned by Alcoa. As a result of the merger, each
share of Reynolds common stock outstanding at the effective time
of the merger was converted into the right to receive 1.06 shares
of Alcoa common stock.
A copy of the press release dated May 3, 2000 issued by
Alcoa announcing the completion of the merger is attached hereto
as Exhibit 99 and by this reference made a part hereof.
As a result of the completion of the merger, the 2000 Annual
Meeting of Stockholders of Reynolds scheduled for June 15, 2000
will not be held.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
c) Exhibits.
Exhibit 99 Alcoa Inc. Press Release dated May 3, 2000
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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: D. MICHAEL JONES
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D. Michael Jones
Senior Vice President and
General Counsel
Dated: May 15, 2000
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INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 99 Alcoa Inc. Press Release dated May 3, 2000
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