SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
__________
REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 54-0355135
(State of incorporation (I.R.S. employer
or organization) identification no.)
6601 West Broad Street, Richmond, VA 23230
(Address, including zip code, of principal executive offices)
__________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, Chicago Stock Exchange
without par value
Preferred Stock Chicago Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
GENERAL
The Registrant is authorized to issue 200,000,000 shares of Common
Stock, without par value ("Common Stock"), 20,000,000 shares of Preferred
Stock, without par value ("Preferred Stock"), and 1,000,000 shares of
Second Preferred Stock, $100 par value ("Second Preferred Stock"). Shares
of Preferred Stock and Second Preferred Stock are issuable in series, with
such designations, preferences, rights, qualifications, limitations and
restrictions as the Registrant's Board of Directors may determine in
resolutions providing for their issuance. The Board of Directors and the
1993 Preferred Stock Committee thereof have adopted resolutions authorizing
the issuance of 11,000,000 shares of Preferred Stock of a series designated
as "7% PRIDES"*, Convertible Preferred Stock" ("PRIDES"), each share of
PRIDES having a stated value of $47.25 per share. As of February 16, 1994,
there were issued, outstanding and entitled to vote 60,777,480 shares of
Common Stock and 11,000,000 shares of PRIDES. No shares of Second
Preferred Stock are outstanding.
The Board of Directors has adopted resolutions providing for the
issuance of a Series A Junior Participating Preferred Stock, without par
value (the "Series A Preferred Stock"), issuable upon the occurrence of
certain events, as described below under "PREFERRED STOCK PURCHASE RIGHTS".
A total of 2,000,000 shares of Series A Junior Participating Preferred
Stock have been authorized, designated and reserved for issuance.
Each outstanding share of Common Stock has attached one Preferred
Stock Purchase Right, which entitles the record holder to purchase from the
Registrant upon the occurrence of certain events, as described below under
"PREFERRED STOCK PURCHASE RIGHTS", one one-hundredth of a share of the
Series A Preferred Stock, subject to adjustment in certain circumstances.
The Common Stock and the Preferred Stock Purchase Rights are being
registered hereby.
COMMON STOCK
Dividend Rights and Restrictions on Payment of Dividends
Holders of Common Stock are entitled to receive dividends, when and as
declared by the Board of Directors, subject to restrictions which may be
imposed by (i) resolutions providing for the issuance of series of
Preferred Stock (including the PRIDES) or Second Preferred Stock; and
(ii) certain credit agreements of the Registrant, as described below.
Dividends on Preferred Stock and Second Preferred Stock may be cumulative,
and no payments or distributions (except in Common Stock or other junior
stock) may be made on Common Stock, nor may any Common Stock be acquired by
the Registrant, unless all past and current dividends on Preferred Stock
and Second Preferred Stock have been paid or provided for. Under certain
of the Company's credit agreements, the Company may not declare or pay
dividends on, make any payment on account of, or set apart assets for a
sinking or other analogous fund for the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of capital stock of the
Company, nor may the Company make any other distribution in respect
thereof, if specified events of default (including payment defaults and
events relating to bankruptcy, insolvency or reorganization) have occurred
and are continuing. No such events of default have occurred.
Voting Rights
The Registrant's By-Laws provide that, except where, and to the extent
that, a different percentage of votes and/or a different exercise of voting
power is prescribed by law, the Registrant's Certificate of Incorporation
or its By-Laws, all elections and other questions shall be decided by the
vote of stockholders, present in person or by proxy and entitled to vote,
representing a majority of the votes cast. Holders of Common Stock are
entitled to one vote for each share held of record and are not entitled to
cumulate votes for the election of directors. Holders of Common Stock have
voting powers on all matters requiring approval of stockholders, other than
certain matters subject to the voting rights of holders of Preferred Stock
and Second Preferred Stock to the extent provided in the applicable
resolutions authorizing their issuance or otherwise under Delaware law.
Liquidation Rights
In the event of liquidation, dissolution or winding up of the
Registrant, holders of Common Stock are entitled to share ratably in the
assets of the Registrant remaining after payment or provision for payment
of all the Registrant's debts and other liabilities and after the holders
of any outstanding series of Preferred Stock (including the PRIDES) and
Second Preferred Stock have been paid the full preferential amounts due
them. Any preferential rights to be accorded holders of Preferred Stock
and Second Preferred Stock will be set forth in resolutions of the Board of
Directors authorizing issuance of the applicable series.
Preemptive Rights; Assessability
Holders of Common Stock have no preemptive or conversion rights and
there are no redemption or sinking fund provisions applicable thereto. The
outstanding shares of Common Stock are fully paid and non-assessable.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Mellon
Securities Trust Company, 85 Challenger Road, Overpeck Centre, Ridgefield
Park, New Jersey 07660.
PRIDES
On January 25, 1994, the Registrant issued 11,000,000 shares of
PRIDES, which rank prior to the Common Stock as to payment of dividends and
distribution of assets upon liquidation. The designation, powers,
preferences and relative participating, optional or other special rights,
and the qualifications, limitations or restrictions thereof, in addition to
those otherwise set forth in the Registrant's Restated Certificate of
Incorporation, are set forth in a Certificate of Designations, Preferences,
Rights and Limitations dated January 20, 1994 which is included in the
Registrant's Restated Certificate of Incorporation.
Holders of shares of PRIDES are entitled to receive annual cumulative
dividends at a rate per annum of 7% of the stated value payable quarterly
in arrears on each April 1, July 1, October 1 and December 31, commencing
April 1, 1994. No payments or distributions (except in Common Stock or
other junior stock) may be made on Common Stock, nor may any Common Stock
be acquired by the Registrant, unless all past and current dividends on the
PRIDES have been paid or provided for.
Unless previously either redeemed or converted, as described below,
each outstanding share of PRIDES will mandatorily convert into one share of
Common Stock, subject to adjustment in certain events, on December 31, 1997
(the "Mandatory Conversion Date").
At any time on or after December 31, 1996 until immediately before the
Mandatory Conversion Date, the Registrant may redeem any or all of the
outstanding shares of PRIDES. Upon any such redemption, each holder will
receive, in exchange for each share of PRIDES, the number of shares of
Common Stock equal to the sum of (i) $48.077, declining after December 31,
1996 to $47.25 until the Mandatory Conversion Date, and (ii) all accrued
and unpaid dividends thereon (the "Call Price") divided by the current
market price of the Common Stock on the applicable date of determination,
but in no event less than .82 of a share of Common Stock. The Registrant
may be expected to redeem shares of PRIDES if, among other circumstances,
the current market price of the Common Stock exceeds the Call Price.
At any time before the Mandatory Conversion Date, unless previously
redeemed, each share of PRIDES is convertible at the option of the holder
thereof into .82 of a share of Common Stock, equivalent to a conversion
price of $57.622 per share of Common Stock, subject to certain adjustments.
The holders of shares of PRIDES will have the right with the holders
of Common Stock to vote in the election of Directors and upon each other
matter coming before any meeting of the holders of Common Stock on the
basis of 4/5 of a vote for each share of PRIDES. On such matters, the
holders of shares of PRIDES and the holders of Common Stock will vote
together as one class except as otherwise provided by law or the
Registrant's Restated Certificate of Incorporation. In addition, (i) in
the event that dividends on the shares of PRIDES or any other series of
Preferred Stock with like voting rights are in arrears and unpaid for six
quarterly dividend periods, and in certain other circumstances, the holders
of shares of PRIDES (voting separately as a class with holders of all other
series of outstanding Preferred Stock upon which like voting rights have
been conferred and are exercisable) will be entitled to vote, on the basis
of one vote for each share of PRIDES, for the election of two Directors of
the Registrant, such Directors to be in addition to the number of Directors
constituting the Board of Directors immediately before the accrual of such
right, and (ii) the holders of the shares of PRIDES will have voting rights
with respect to certain alterations of the Registrant's Restated
Certificate of Incorporation and certain other matters, voting on the same
basis or separately as a series.
The liquidation preference of each share of PRIDES is an amount equal
to the sum of (i) $47.25 and (ii) all accrued and unpaid dividends thereon.
PREFERRED STOCK PURCHASE RIGHTS
On November 20, 1987, the Board of Directors of the Registrant
declared a dividend distribution of one Preferred Stock Purchase Right (a
"Right") for each outstanding share of Common Stock to stockholders of
record at the close of business on December 1, 1987, and one Right has been
delivered with each share of Common Stock issued since December 1, 1987.
The Rights are attached to, and trade with, the Common Stock.
The description and terms of the Rights are set forth in a Rights
Agreement, dated as of November 23, 1987 (the "Rights Agreement"), between
the Registrant and The Chase Manhattan Bank, N.A. ("Chase"), as amended.
Mellon Securities Trust Company succeeded Chase as Rights Agent under the
Rights Agreement effective January 1, 1992.
The Registrant hereby incorporates by reference the description of the
Rights contained in the Registration Statement on Form 8-A dated November
23, 1987 pertaining to the Rights, which description is attached hereto as
Exhibit 7.
DELAWARE GENERAL CORPORATION LAW SECTION 203
The Registrant is subject to the provisions of Section 203 of the
General Corporation Law of the State of Delaware ("DGCL Section 203"), the
"business combination" statute. In general, the statute prohibits a public
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless
(i) prior to such date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder, (ii) upon consummation of
the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced
(excluding certain shares described in DGCL Section 203), or (iii) on or
after such date, the business combination is approved by the board of
directors of the corporation and authorized at an annual or special meeting
of stockholders and by the affirmative vote of at least two-thirds of the
outstanding voting stock that is not owned by the "interested stockholder".
"Business combination" is defined to include mergers, asset sales and
certain other transactions resulting in a financial benefit to a
stockholder. An "interested stockholder" is defined generally as a person
who, together with affiliates and associates, owns (or, within the prior
three years, did own) 15% or more of a corporation's voting stock. The
Registrant's Restated Certificate of Incorporation does not exclude the
Registrant from the restrictions imposed under DGCL Section 203. Thus,
such statute could prohibit or delay the accomplishment of mergers or other
takeover or change in control attempts with respect to the Registrant and,
accordingly, may discourage attempts to acquire the Registrant.
ADVANCE NOTICE REQUIREMENTS
The Registrant's By-Laws require advance written notice of any
business to be conducted at an annual or special meeting of the
stockholders (other than business included in the proxy materials or
brought before the meeting by or at the direction of the Board of Directors
or of the officer presiding over the meeting). For such business to be
properly before the meeting, the notice must contain certain information
concerning the item of business and the proposing stockholder. The notice
must be received by the Secretary of the Registrant (i) in the case of a
special meeting, not more than 10 days after the date of the Registrant's
written notice of the meeting and (ii) in the case of an annual meeting,
not less than 30 days before the anniversary date of the Registrant's
written notice of the previous year's annual meeting. These requirements
could have the effect of preventing a stockholder who had not furnished the
necessary notice from attempting to nominate directors or conduct business
from the floor during the course of the meeting and could therefore impair
such stockholder's ability to use such methods in connection with a
proposed takeover of the Registrant.
Item 2. Exhibits.
1. Restated Certificate of Incorporation, as amended to the date
hereof
2. By-Laws, as amended to the date hereof
*3. Form of 7% PRIDES, Convertible Preferred Stock certificate.
(File No. 1-1430, Form 8-K Report dated January 18, 1994, Exhibit 4(b))
*4. Form of Common Stock certificate. (Registration Statement No.
33-66032 on Form S-8, dated July 15, 1993, Exhibit 4.2)
*5. Rights Agreement dated as of November 23, 1987 (the "Rights
Agreement") between Reynolds Metals Company and The Chase Manhattan Bank,
N.A. (File No. 1-1430, Registration Statement on Form 8-A dated November
23, 1987, pertaining to Preferred Stock Purchase Rights, Exhibit 1)
*6. Amendment No. 1 dated as of December 19, 1991 to the Rights
Agreement. (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11)
7. Description of Preferred Stock Purchase Rights contained in
Registration Statement on Form 8-A dated November 23, 1987, pertaining to
Preferred Stock Purchase Rights
______________
* Incorporated by reference
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
REYNOLDS METALS COMPANY
By D. Michael Jones
D. Michael Jones
Vice President, General
Counsel and Secretary
Date: February 23, 1994
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
1. Restated Certificate of Incorporation, _____
as amended to the date hereof
2. By-Laws, as amended to the date hereof _____
*3. Form of 7% PRIDES, Convertible Preferred
Stock certificate. (File No. 1-1430,
Form 8-K Report dated January 18, 1994,
Exhibit 4(b))
*4. Form of Common Stock certificate.
(Registration Statement No. 33-66032
on Form S-8, dated July 15, 1993,
Exhibit 4.2)
*5. Rights Agreement dated as of November 23,
1987 (the "Rights Agreement") between
Reynolds Metals Company and The Chase
Manhattan Bank, N.A. (File No. 1-1430,
Registration Statement on Form 8-A dated
November 23, 1987, pertaining to Preferred
Stock Purchase Rights, Exhibit 1)
*6. Amendment No. 1 dated as of December 19,
1991 to the Rights Agreement. (File No.
1-1430, 1991 Form 10-K Report, Exhibit 4.11)
7. Description of Preferred Stock Purchase _____
Rights contained in Registration Statement
on Form 8-A dated November 23, 1987,
pertaining to Preferred Stock Purchase
Rights
______________
* Incorporated by reference
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