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):
March 8, 1999
REYNOLDS METALS COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-1430 54-0355135
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification Number)
6601 West Broad Street
P.O. Box 27003
Richmond, Virginia 23261-7003
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(Address of Principal Executive Offices,
including zip code)
(804) 281-2000
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(Registrant's Telephone Number, including area code)
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Item 5. Other Events.
The Registrant's Board of Directors today approved
amendments to the Registrant's 1997 shareholder rights plan. The
plan was amended to conform to recent Delaware court decisions
and current practice in shareholder rights plans. The plan, as
amended and restated, appears as Exhibit 4.1 to this filing.
Principal changes effected by the amendments are as follows:
(1) The rights under the plan become separate and
tradeable, and are exercisable, if a person or
group acquires beneficial ownership of 15% or more
of the Registrant's common stock, or announces a
tender offer for 15% or more of the Registrant's
outstanding common stock.
(2) Rights to acquire common stock at a 50% discount
are triggered once a person or group acquires 15%
of the Registrant's common stock, subject to
"grandfathering" and "inadvertent acquisition"
provisions.
(3) All provisions formerly granting powers only to
"continuing directors" have been deleted.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Number Exhibit
4.1 Amended and Restated Rights
Agreement dated as of March 8, 1999
between Reynolds Metals Company and
ChaseMellon Shareholder Services, L.L.C.
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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
By: /s/ D. Michael Jones
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D. Michael Jones
Senior Vice President
and General Counsel
Dated: March 8, 1999
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EXHIBIT INDEX
Exhibit Page
4.1 Amended and Restated Rights Agreement dated as 5
of March 8, 1999, between Reynolds Metals
Company and ChaseMellon Shareholder Services,
L.L.C.