As filed with the Securities and Exchange Commission on May 27, 1994
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 54-0355135
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6601 West Broad Street, Richmond, VA 23230
(Address of principal executive offices, including zip code)
EMPLOYEES SAVINGS PLAN
(Full title of plan)
D. MICHAEL JONES, ESQ., Vice President, General Counsel and Secretary
and
BRENDA A. HART, ESQ., Chief Securities/Finance Counsel and Assistant
Secretary
Reynolds Metals Company
6601 West Broad Street, Richmond, VA 23230
(804) 281-2000
(Names, addresses and telephone numbers, including area code,
of agents for service)
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum registration fee**
price per share** aggregate offering
price**
Common Stock, 50,000 $45.75 $2,287,500.00 $788.80
without par value* shares
<FN>
*In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
**In accordance with Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering
price and registration fee are computed on the basis of a price per share based, pursuant to Rule
457(c), on the average of the high and low prices of the Common Stock as reported on the New York
Stock Exchange Composite Transactions Tape on May 20, 1994. In accordance with Rule 457(h)(2), no
separate registration fee is required with respect to the interests to be registered hereunder.
/TABLE
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2.
The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated herein by reference:
(1) The Annual Report of Reynolds Metals Company (the "Company" or the
"Registrant") on Form 10-K for the year ended December 31, 1993.
(2) All other reports filed by the Company or the Employees Savings
Plan maintained by the Company (the "Plan") pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1993.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated February 23, 1994
pertaining to Common Stock and Preferred Stock Purchase Rights.
All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (including,
without limitation, annual reports for the Plan filed pursuant to Section
15(d)), prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1993,
have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being registered hereunder will be
passed upon by D. Michael Jones, Esq., Vice President, General Counsel and
Secretary of the Company. Mr. Jones, in his capacity as Vice President,
General Counsel and Secretary of the Company, is paid a salary by the
Company and is a participant in various employee benefit plans offered to
employees of the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, except that, in
the case of an action or suit by or in the right of the Company, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company
unless the Court of Chancery or the court in which such action or suit was
brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses. Article X of the By-Laws of the Company
incorporates substantially the provisions of Section 145 of the General
Corporation Law of the State of Delaware and requires the Company to
indemnify any person to the full extent of its powers as described above.
The Company has entered into indemnification agreements with each of its
directors and officers. The rights conferred thereunder are substantially
the same as those under Article X of the Company's By-Laws. In addition,
the agreements provide for indemnification of expenses incurred as a
witness, require the Company to observe specified procedures, within set
time limits, when indemnification or advancement of expenses is requested
and provide for payment of expenses incurred in enforcing the agreement.
Article XI of the Company's Restated Certificate of Incorporation limits
the personal liability of directors to the Company or its shareholders for
monetary damages for certain breaches of fiduciary duty.
The Company has placed in effect insurance indemnifying against
certain liabilities that could arise from acts (or omissions to act) of its
officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
*4.1 Restated Certificate of Incorporation, as amended to the date
hereof. (File No. 1-1430, Registration Statement on Form 8-A dated
February 23, 1994, pertaining to Common Stock and Preferred Stock
Purchase Rights, Exhibit 1)
*4.2 Form of Common Stock Certificate. (Registration Statement No. 33-
66032 on Form S-8, dated July 15, 1993, Exhibit 4.2)
*4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31, 1994, Exhibit 4.2)
*4.4 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)
*4.5 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)
4.6 Form of Employees Savings Plan as Amended and Restated Effective
July 1, 1994
5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel
and Secretary
23.1 Consent of Ernst & Young
23.2 The consent of D. Michael Jones, Esq. is contained in his opinion.
See Exhibit 5 hereto.
24 Powers of Attorney
______________________
* Incorporated by reference.
The Registrant has obtained a determination letter dated
January 13, 1992 from the Internal Revenue Service (the "IRS") that the
Plan, as adopted on January 1, 1990, is qualified under Section 401 of the
Internal Revenue Code. The Registrant hereby undertakes that it will
submit the Plan, as amended and restated effective July 1, 1994, to the IRS
in a timely manner and will make all changes required by the IRS in order
to qualify the Plan, as so amended and restated.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
and each filing of the Plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934, that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referred
to in Item 6 above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Henrico,
Commonwealth of Virginia, on this 27th day of May, 1994.
REYNOLDS METALS COMPANY
By Richard G. Holder
Richard G. Holder,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 27, 1994.
*David P. Reynolds Richard G. Holder
David P. Reynolds, Director Richard G. Holder, Director,
Chairman of the Board and
Chief Executive Officer
Randolph N. Reynolds Henry S. Savedge, Jr.
Randolph N. Reynolds, Director Henry S. Savedge, Jr., Director,
Executive Vice President and
Chief Financial Officer
*William O. Bourke Jeremiah J. Sheehan
William O. Bourke, Director Jeremiah J. Sheehan, Director
*John R. Hall *Thomas A. Graves, Jr.
John R. Hall, Director Thomas A. Graves, Jr., Director
*Robert J. Vlasic *Gerald Greenwald
Robert J. Vlasic, Director Gerald Greenwald, Director
___________________________________ *Robert L. Hintz
Charles A. Sanders, Director Robert L. Hintz, Director
*Joe B. Wyatt Yale M. Brandt
Joe B. Wyatt, Director Yale M. Brandt, Director
*By Brenda A. Hart Allen M. Earehart
Brenda A. Hart, Attorney-in-Fact Allen M. Earehart, Vice President,
Controller
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Registrant, as administrator of the Employees Savings Plan
maintained by the Registrant, has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the County of Henrico, Commonwealth of Virginia, on this 27th day of
May, 1994.
EMPLOYEES SAVINGS PLAN
By REYNOLDS METALS COMPANY,
as Plan Administrator
By Richard G. Holder
Richard G. Holder,
Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
*4.1 Restated Certificate of Incorporation, as amended
to the date hereof. (File No. 1-1430, Registration
Statement on Form 8-A dated February 23, 1994,
pertaining to Common Stock and Preferred Stock
Purchase Rights, Exhibit 1)
*4.2 Form of Common Stock Certificate. (Registration
Statement No. 33-66032 on Form S-8, dated July 15,
1993, Exhibit 4.2)
*4.3 By-Laws, as amended to the date hereof. (File No.
1-1430, Form 10-Q Report for the Quarter Ended
March 31, 1994, Exhibit 4.2)
*4.4 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)
*4.5 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)
4.6 Form of Employees Savings Plan as Amended and
Restated Effective July 1, 1994
5 Opinion of D. Michael Jones, Esq., Vice President,
General Counsel and Secretary
23.1 Consent of Ernst & Young
23.2 The consent of D. Michael Jones, Esq. is contained
in his opinion. See Exhibit 5 hereto.
24 Powers of Attorney
__________________
* Incorporated by reference.