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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
REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Date of Report (Date of earliest event reported):
August 18, 1999
Delaware
(State or other jurisdiction of incorporation)
001-01430 54-0355135
(Commission File No.) (IRS Employer Identification No.)
6601 West Broad Street 23261-7003
P.O. Box 27003 (Zip Code)
Richmond, Virginia
(Address of principal executive offices)
Registrant's telephone number, including area code:
(804) 281-2000
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Item 5. OTHER EVENTS.
(a) Reynolds Metals Company (the "Company"), Alcoa Inc. ("Alcoa") and
RLM Acquisition Corp., a wholly owned subsidiary of Alcoa ("Merger Sub"), have
entered into an agreement and plan of merger (the "Merger Agreement"), dated as
of August 18, 1999, pursuant to which upon consummation of the merger
contemplated thereby and subject to the terms and conditions thereof, each
outstanding share of common stock, no par value, of the Company will be
converted into 1.06 shares of common stock, par value $1.00 per share, of Alcoa.
A copy of the Merger Agreement is filed herewith as Exhibit 99.1 and is hereby
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Agreement and Plan of Merger among Alcoa Inc., RLM
Acquisition Corp. and Reynolds Metals Company, dated August
18, 1999.
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SIGNATURE
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 thereunto duly authorized.
Dated: August 19, 1999
REYNOLDS METALS COMPANY
By: /s/ D. MICHAEL JONES
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Name: D. Michael Jones
Title: Senior Vice President and
General Counsel
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EXHIBIT LIST
No. Page
99.1 Agreement and Plan of Merger among Alcoa Inc., RLM Acquisition Corp.
and Reynolds Metals Company, dated August 18, 1999.
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