FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
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Delaware 54-0355135
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
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6601 West Broad Street 23261
Richmond, Virginia (Zip code)
(Address of principal executive
offices)
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which each
to be so registered class is to be registered
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Rights to Purchase Series A New York Stock Exchange
Junior Participating Preferred
Stock, without par value
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Securities Act registration statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On November 21, 1997, the Board of Directors of Reynolds
Metals Company, a Delaware corporation (the "Company"), declared
a dividend distribution of one Preferred Stock Purchase Right
(individually a "Right", and collectively the "Rights") for each
outstanding share of common stock, without par value (the "Common
Stock") of the Company, to stockholders of record at the close of
business on December 1, 1997 (the "Record Date"). Each Right
entitles the record holder to purchase from the Company, from and
after the Distribution Date (as defined below) one one-hundredth
of a share of the Company's Series A Junior Participating
Preferred Stock, without par value (the "Preferred Stock") at a
price of $300 (the "Purchase Price"), subject to adjustment in
certain circumstances. The Purchase Price may be paid, at the
election of the registered holder, by certified bank check or
money order payable to the order of the Company or The Chase
Manhattan Bank, N.A., as Rights Agent (the "Rights Agent"). The
description and terms of the Rights are set forth in a Rights
Agreement, dated as of December 1, 1997 (the "Rights Agreement"),
between the Company and the Rights Agent.
Initially, the Rights will be attached to and represented by
the certificates representing outstanding shares of Common Stock,
and no Rights Certificates will be distributed. The Rights will
separate from the Common Stock and a Distribution Date will occur
upon the earlier of (i) ten days following a public announcement
that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 20% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), or (ii)
ten business days following the commencement of a tender offer or
exchange offer if, upon consummation thereof, the person or group
making such offer would be the beneficial owner of 20% or more of
the outstanding shares of Common Stock. Until the Distribution
Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates
issued after December 1, 1997 will contain a notation
incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and,
thereafter, such separate Rights Certificates alone will evidence
the Rights. Except in certain limited circumstances, only shares
of Common Stock issued prior to the Distribution Date will be
issued with Rights.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on December 1, 2007,
unless earlier exercised or redeemed by the Company as described
below.
At any time following the Distribution Date, if (i) the
Company is the surviving corporation in a merger with an
Acquiring Person and its Common Stock is not changed or
exchanged, (ii) a Person becomes the beneficial owner of 25% or
more of the then outstanding shares of Common Stock (other than
pursuant to an offer for all outstanding shares of Common Stock
at a price and on terms which the majority of the Continuing
Directors (as hereinafter
defined) determine to be fair to, and otherwise in the best
interests of, stockholders), or (iii) an Acquiring Person
receives equity securities (other than pursuant to a pro rata
distribution) from the Company, acquires from or transfers to the
Company assets with a fair market value exceeding $10,000,000 or
engages in certain other "self-dealing" transactions specified in
the Rights Agreement, the Rights Agreement requires that proper
provision be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof, Common
Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the
exercise price of the Right. However, Rights are not exercisable
following the occurrence of the events set forth above until such
time as the Rights are no longer redeemable by the Company as set
forth below. Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph, any
Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by an Acquiring Person
shall immediately become null and void.
For example, at an exercise price of $300 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase $600 worth of Common Stock
(or other securities or assets, as noted above) for $300.
Assuming that the Common Stock had a per share value of $120 at
such time, the holder of each valid Right would be entitled to
purchase five shares of Common Stock for $300.
At any time following the Stock Acquisition Date, if (i) the
Company engages in a merger or consolidation in which the Company
is not the surviving corporation, (ii) the Company engages in a
merger or consolidation with another person in which the Company
is the surviving corporation, but in which all or part of the
Common Stock is changed or exchanged, or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, the
Rights Agreement requires that proper provision be made so that
each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to
receive, upon the exercise thereof, common stock of the acquiring
company having a value equal to two times the exercise price of
the Right. The Rights may not be so exercised in the case of a
merger or consolidation (a) which follows an offer described in
clause (ii) of the second preceding paragraph and (b) in which
the form and amount of consideration is the same as was paid in
such offer. The events set forth in this paragraph and in the
second preceding paragraph are referred to as the "Triggering
Events."
The Rights Agreement provides that the Company may not
consolidate or merge with, or sell 50% of the Company's assets or
earning power to, any person which has securities or is bound by
agreements which would substantially diminish the benefits of the
Rights.
The Purchase Price payable, and the number of one one-
hundredths of a share of Preferred Stock or other securities or
property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on the Preferred Stock or other capital
stock, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for Preferred
Stock or securities convertible into Preferred Stock at less than
the
current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash
dividends or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. The Company
may, in lieu of issuing fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-
hundredth of a share) upon exercise of the Rights, make a cash
payment based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
If the Company is not able to issue shares of Preferred
Stock or Common Stock because of the absence of necessary
regulatory approval, restrictions contained in the Company's
Certificate of Incorporation or for any other reason, a person
exercising Rights will be entitled to receive a combination of
cash or property or other securities having a value equal to the
value of the shares of Preferred or Common Stock which would
otherwise have been issued upon exercise of the Rights.
At any time until ten days following the Stock Acquisition
Date, the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right, payable
in cash or securities or both (the "Redemption Price"). Upon
certain circumstances set forth in the Rights Agreement, the
decision to redeem shall require the concurrence of a majority of
the Continuing Directors. Thereafter, this right of redemption
may be reinstated if an Acquiring Person reduces his beneficial
ownership to 10% or less of the outstanding shares of Common
Stock in a transaction or series of transactions not involving
the Company and there are no other Acquiring Persons.
Immediately upon the action of the Board of Directors of the
Company ordering redemption of the Rights, with, where required,
the concurrence of a majority of the Continuing Directors, the
Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
After a Person becomes an Acquiring Person and before any
Acquiring Person acquires 50% or more of the outstanding shares
of Common Stock, the Company, with the approval of a majority of
Continuing Directors, may require a holder to exchange all or any
portion of the holder's Rights for one share of Common Stock or
one one-hundredth of a share of the Preferred Stock (or in
certain circumstances, other securities of the Company) per
Right.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income at such time as the
Rights become exercisable or are exercised for Common Stock (or
other consideration) of the Company or for common stock of the
acquiring company as set forth above.
Certain provisions of the Rights Agreement relating to the
principal economic terms of the Rights may not be amended at any
time. Other provisions may be amended by the Board of Directors
of the Company prior to the Distribution Date. Thereafter, these
provisions of the Rights Agreement may be amended by the Board
(in certain circumstances only with the concurrence of the
Continuing Directors) in order: to cure any ambiguity, defect or
inconsistency; to shorten or lengthen any time period under the
Rights Agreement; or in any other respect that will not adversely
affect the interest of holders of Rights (excluding the interest
of any Acquiring Person); provided, that no amendment to adjust
the time period governing redemption may be made if the Rights
are not redeemable at the time of such amendment.
Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each one one-hundredth of a share
of Preferred Stock will be entitled to (i) an aggregate quarterly
dividend equal to the greater of (a) the quarterly dividend
declared per share of Common Stock or (b) $.10, (ii) upon
liquidation, a minimum preferential liquidation payment of $1.00
and an aggregate liquidation payment equal to the liquidation
payment made per share of Common Stock, (iii) one vote, voting
together with the shares of Common Stock and (iv) in the event of
any merger, consolidation or other transaction in which shares of
Common Stock are exchanged, the same amount received per share of
Common Stock. These rights are protected by customary anti-
dilution provisions. Because of the nature of the Preferred
Stock's dividend, liquidation and voting rights, the value of
each one one-hundredth of a share of Preferred Stock purchasable
upon exercise of each Right should approximate the value of one
share of Common Stock.
The term "Continuing Director" means any member of the
Company's Board of Directors who was a member of the Board prior
to the date of the Rights Agreement, and any person who is
subsequently elected to the Board if such person is recommended
or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, or any
representative thereof.
A copy of the Rights Agreement is available free of charge
from the Company upon written request therefor. This summary
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement dated as of November 21, 1997 between
Reynolds Metals Company and The Chase Manhattan Bank,
N.A., as Rights Agent.
2. Restated Certificate of Incorporation of Reynolds
Metals Company setting forth the designation,
preferences and rights of Series A Junior Participating
Preferred Stock. (Incorporated by reference to the
Reynolds Metals Company Form 10-K for the period ended
December 31, 1996, File No. 1-1430, Exhibit 3.1).
3. Form of Rights Certificate (attached as Exhibit A to
the Rights Agreement filed as Exhibit 1 hereto).
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.
Date: December 1, 1997
REYNOLDS METALS COMPANY
By: D. Michael Jones
D. Michael Jones
Senior Vice President and
General Counsel
INDEX TO EXHIBITS
Exhibit No.
1. Rights Agreement dated as of November 21, 1997 between
Reynolds Metals Company and The Chase Manhattan Bank,
N.A., as Rights Agent.
2. Restated Certificate of Incorporation of Reynolds
Metals Company setting forth the designation,
preferences and rights of Series A Junior Participating
Preferred Stock. (Incorporated by reference to the
Reynolds Metals Company Form 10-K for the period ended
December 31, 1996, File No. 1-1430, Exhibit 3.1).
3. Form of Rights Certificate (attached as Exhibit A to
the Rights Agreement filed as Exhibit 1 hereto).