As filed with the Securities and Exchange Commission on February 14, 1996
Registration No. 33-43443
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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REYNOLDS METALS COMPANY
PERFORMANCE INCENTIVE PLAN
(Full title of plan)
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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
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Proposed Proposed Amount of
Title of Amount to maximum maximum registration
securities be offering aggregate fee*
to be registered price per offering
registered share* price*
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Common 100,000 $52.125 $5,212,500 $1,797.41
Stock, shares
without par
value
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*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 February 9, 1996.
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 Plan participants eligible to
receive Common Stock under the Plan 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, 1994.
(2) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31,
1994.
(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 pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a 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, 1994, have been audited by Ernst & Young LLP,
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 (including the Plan) 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
4.2 Form of Common Stock Certificate
*4.3 By-Laws, as amended to the date hereof. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended June 30, 1995,
Exhibit 3.2)
_____________
* Incorporated by reference.
*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 Reynolds Metals Company Performance Incentive Plan, as
amended and restated effective January 1, 1996. (File No. 1-
1430, Form 10-Q Report for the Quarter Ended March 31, 1995,
Exhibit 10.4)
4.7 Reynolds Metals Company Stock Ownership Guidelines for
Officers
5 Opinion of D. Michael Jones, Esq., Vice President, General
Counsel and Secretary
23.1 Consent of Ernst & Young LLP
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.
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 with or furnished to the Commission 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 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 14th day of February, 1996.
REYNOLDS METALS COMPANY
Richard G. Holder
By ___________________________
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 February 14, 1996.
Henry S. Savedge, Jr. Richard G. Holder
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Henry S. Savedge, Jr., Director Richard G. Holder, Director
Executive Vice President Chairman of the Board and
Chief Financial Officer Chief Executive Officer
(Principal Financial Officer) (Principal Executive Officer)
*Patricia C. Barron *William O. Bourke
- ------------------------------- --------------------------------
Patricia C. Barron, Director William O. Bourke, Director
*John R. Hall *Robert L. Hintz
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John R. Hall, Director Robert L. Hintz, Director
*William H. Joyce *Mylle B. Mangum
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William H. Joyce, Director Mylle Bell Mangum, Director
*D. Larry Moore Randolph N. Reynolds
- ------------------------------- --------------------------------
D. Larry Moore, Director Randolph N. Reynolds, Director
*James M. Ringler Jeremiah J. Sheehan
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James M. Ringler, Director Jeremiah J. Sheehan, Director
*Robert J. Vlasic *Joe B. Wyatt
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Robert J. Vlasic, Director Joe B. Wyatt, Director
*By: Brenda A. Hart Allen M. Earehart
- ------------------------------- --------------------------------
Brenda A. Hart, Attorney-in-Fact Allen M. Earehart,
Vice President, Controller
(Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
4.1 Restated Certificate of Incorporation, as amended to the
date hereof
4.2 Form of Common Stock Certificate
*4.3 By-Laws, as amended to the date hereof. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended June 30, 1995, Exhibit 3.2)
*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 Reynolds Metals Company Performance Incentive Plan, as
amended and restated effective January 1, 1996. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended March 31, 1995, Exhibit 10.4)
4.7 Reynolds Metals Company Stock Ownership Guidelines for
Officers
5 Opinion of D. Michael Jones, Esq., Vice President, General
Counsel and Secretary
23.1 Consent of Ernst & Young LLP
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.