SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
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 2, 1996
REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-1430 54-0355135
(State of Incorporation) (Commission (IRS Employer
File Number) Identification Number)
6601 West Broad Street
P.O. Box 27003
Richmond, Virginia 23261-7003
(Address of Principal Executive Offices,
including zip code)
(804) 281-2000
(Registrant's Telephone Number, including area code)
Item 5. Other Events.
The Registrant ("Reynolds") today announced that it will
redeem on Dec. 31, 1996 all of its outstanding 7% PRIDES(SM),
Convertible Preferred Stock, stated value $47.25 per share
("PRIDES").
Upon redemption, holders of PRIDES will receive .82 of a
share of Reynolds common stock in exchange for each share of
PRIDES they own, plus cash for any fractional share.
Alternatively, holders may convert each share of PRIDES into .82
of a share of Reynolds common stock on or before the redemption
date. The number of shares of common stock deliverable upon
redemption is based on a PRIDES Call Price of $48.077 per share
and a Current Market Price (the average of the closing prices of
the common stock on the New York Stock Exchange Composite Tape
for the 15 consecutive trading days ending Nov. 27, 1996) of
$58.79 per share. As previously announced, PRIDES dividends for
the quarter ended Dec. 31, 1996 will be paid in cash on that date
to holders of record as of Dec. 2, 1996. Dividends on the PRIDES
will cease to accrue on and after the redemption date.
Currently there are 11 million PRIDES shares outstanding.
As a result of the redemption, up to 9,020,000 common shares will
be issued. Reynolds currently has approximately 63.7 million
common shares outstanding.
The redemption of all of the outstanding PRIDES will save
Reynolds more than $23.7 million in cash in 1997 based on current
dividend rates.
Reynolds is sending a notice of redemption to the registered
holders of the PRIDES, including a letter of transmittal to be
used in surrendering certificates for redemption. ChaseMellon
Shareholder Services, L.L.C., 120 Broadway, New York, NY, will
serve as the redemption agent (Telephone: 1-800-777-3674).
_________________
SM "PRIDES" is a service mark of Merrill Lynch & Co., Inc.
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
D. Michael Jones
By: D. Michael Jones
Senior Vice President and
General Counsel
Dated: December 2, 1996