SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-1430
REYNOLDS METALS COMPANY
A Delaware Corporation
(I.R.S. Employer Identification No. 54-0355135)
6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
Telephone Number (804) 281-2000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
As of July 29, 1994, the Registrant had 62,011,597 shares of Common Stock,
no par value, outstanding and entitled to vote.<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<TABLE>
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
____________________________________________________________________________________________________
Reynolds Metals Company
<CAPTION>
Quarter ended Six months ended
June 30 June 30
____________________________________________________________________________________________________
(In millions, except per share amounts) 1994 1993 1994 1993
____________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Revenues
Net sales $1,455.0 $1,356.0 $2,708.9 $2,586.7
Equity, interest and other income 4.8 5.5 12.0 11.7
____________________________________________________________________________________________________
1,459.8 1,361.5 2,720.9 2,598.4
____________________________________________________________________________________________________
Costs and expenses
Cost of products sold 1,310.0 1,262.2 2,476.2 2,418.2
Selling, administrative and general expenses 93.9 95.1 185.3 186.1
Interest - principally on long-term obligations 37.7 39.9 74.1 80.9
____________________________________________________________________________________________________
1,441.6 1,397.2 2,735.6 2,685.2
____________________________________________________________________________________________________
Income (loss) before income taxes 18.2 (35.7) (14.7) (86.8)
Taxes on income (credit) 6.3 (12.9) (5.5) (31.3)
____________________________________________________________________________________________________
Net income (loss) $11.9 $(22.8) $(9.2) $(55.5)
====================================================================================================
Income (loss) per common share
Average shares outstanding 62.0 59.8 61.5 59.8
Net income (loss) $0.05 $(0.38) $(0.41) $(0.93)
Cash dividends per common share $0.25 $0.25 $0.50 $.70
____________________________________________________________________________________________________
Preferred dividend requirements deducted in
calculating income (loss) per share $9.1 - $15.9 -
Depreciation and amortization included in costs and
expenses $71.6 $71.7 $143.0 $142.8
/TABLE
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
____________________________________________________________________________________________________
Reynolds Metals Company
<CAPTION>
June 30 December 31
____________________________________________________________________________________________________
(In millions) 1994 1993
____________________________________________________________________________________________________
<S> <C> <C>
ASSETS
Current assets
Cash, cash equivalents and short-term investments $141.3 $19.2
Receivables, less allowances of $17.8
(1993 - $16.7) 895.0 794.2
Inventories 837.6 731.8
Prepaid expenses 49.6 44.8
____________________________________________________________________________________________________
Total current assets 1,923.5 1,590.0
Unincorporated joint ventures and associated companies 840.4 832.5
Property, plant and equipment 6,199.1 6,093.1
Less allowances for depreciation and amortization 3,093.1 3,011.9
____________________________________________________________________________________________________
3,106.0 3,081.2
Deferred taxes and other assets 1,327.9 1,204.9
____________________________________________________________________________________________________
Total assets $7,197.8 $6,708.6
====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Accounts payable, accrued and other liabilities $1,093.0 $979.9
Short-term obligations 119.0 158.4
Long-term debt 33.4 42.6
____________________________________________________________________________________________________
Total current liabilities 1,245.4 1,180.9
Long-term debt 1,922.9 1,989.6
Postretirement benefits 1,214.6 1,260.9
Environmental, deferred taxes and other liabilities 670.0 654.3
Stockholders' equity
Preferred stock 505.1 -
Common stock 861.0 784.2
Retained earnings 897.9 953.8
Cumulative currency translation adjustments (53.9) (49.9)
Pension liability adjustment (65.2) (65.2)
____________________________________________________________________________________________________
Total stockholders' equity 2,144.9 1,622.9
____________________________________________________________________________________________________
Total liabilities and stockholders' equity $7,197.8 $6,708.6
====================================================================================================
</TABLE>
<TABLE>
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
____________________________________________________________________________________________________
Reynolds Metals Company
<CAPTION>
Six Months Ended
June 30
____________________________________________________________________________________________________
(In millions) 1994 1993
____________________________________________________________________________________________________
<S> <C> <C>
Operating activities
Net loss $(9.2) $(55.5)
Adjustments to reconcile to net cash provided by
(used in) operating activities:
Depreciation and amortization 143.0 142.8
Changes in operating assets, liabilities and other (72.7) (91.8)
____________________________________________________________________________________________________
Net cash provided by (used in) operating activities 61.1 (4.5)
Investing activities
Capital investments (175.6) (130.5)
Purchases of short- and long-term investments (138.7) -
Other investing activities - net (52.2) 25.0
____________________________________________________________________________________________________
Net cash used in investing activities (366.5) (105.5)
Financing activities
Proceeds from preferred stock issue 505.1 -
Proceeds from long-term obligations - 519.8
Increase (decrease) in short-term borrowings (56.7) 44.5
Reduction of long-term debt and other financing liabilities (52.2) (423.1)
Cash dividends paid (22.1) (26.9)
____________________________________________________________________________________________________
Net cash provided by financing activities 374.1 114.3
Cash and cash equivalents
Net increase 68.7 4.3
At beginning of period 19.2 80.4
____________________________________________________________________________________________________
Cash and cash equivalents at end of period 87.9 84.7
Short-term investments at end of period 53.4 -
____________________________________________________________________________________________________
Cash, cash equivalents and short-term
investments at end of period $141.3 $84.7
====================================================================================================
/TABLE
<PAGE>
REYNOLDS METALS COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 1994 and 1993
Note A - Basis of presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the interim periods of 1994 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1994.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1993.
Note B - Significant Accounting Policies
Earnings per share
Earnings per share is based on the average number of common shares
outstanding and, in the 1994 periods, is after preferred stock dividend
requirements. Common stock equivalents relating to preferred stock are not
included since their effect would be anti-dilutive.
Note C - Financing arrangements
In the second quarter of 1994, the Company replaced $490 million of
revolving credit facilities with a new $500 million revolving credit
facility which expires in 1999. No amounts were outstanding under the new
facility at June 30, 1994. The Company pays a commitment fee of .20% per
year on the unused portion of the facility. The facility contains
requirements which, among other things, provide for compliance with a long-
term debt-to-equity ratio, as defined. These restrictions do not inhibit
the Company's operations or the use of fixed assets. At June 30, 1994, the
Company exceeded all such requirements.
Note D - Preferred stock
In the first quarter of 1994, the Company issued 11,000,000 shares of 7%
PRIDES (SM), Convertible Preferred Stock for $47.25 (stated value) per
share. The PRIDES mature on December 31, 1997, at which time they
mandatorily convert into shares of the Company's common stock on a one for
one basis. Dividends are cumulative from the date of issuance and are
payable quarterly in arrears. Holders may convert each share of PRIDES
into 0.82 shares of common stock (to be adjusted under certain
circumstances) at any time prior to December 31, 1997. The Company has the
option of redeeming the PRIDES at any time on or after December 31, 1996,
for common stock having a fair market value equal to the issue price plus
accrued dividends plus a small premium. The redemption price will in no
event be less than 0.82 shares of common stock per share of PRIDES. The
holders of shares of PRIDES have the right with the holders of common stock
to vote in the election of Directors and upon each other matter coming
before any meeting of the holders of common stock on the basis of 4/5 of a
vote for each share of PRIDES.
Note E - Contingent liabilities
As previously disclosed in the Company's annual report on Form 10-K for the
year ended December 31, 1993, the Company is involved in various worldwide
environmental improvement activities resulting from past operations,
including designation as a potentially responsible party, with others, at
various EPA designated Superfund sites. The Company has recorded amounts
which, in management's best estimate, will be sufficient to satisfy
anticipated costs of known remediation requirements. As a result of
factors such as the continuing evolution of environmental laws and
regulatory requirements, the availability and application of technology,
the identification of presently unknown remediation sites and the
allocation of costs among potentially responsible parties, estimated costs
for future environmental compliance and remediation are necessarily
imprecise. Based upon information presently available, such future costs
are not expected to have a material adverse effect on the Company's
competitive or financial position or its ongoing results of operations.
However, such costs could be material to future quarterly or annual results
of operations.
Note F - Canadian Reynolds Metals Company, Limited
Summarized financial information for Canadian Reynolds Metals Company,
Limited is as follows:
Quarter Ended Six Months Ended
June 30 June 30
____________________________________
1994 1993 1994 1993
____________________________________
Net Sales:
Customers $92.3 $79.0 $165.4 $148.2
Parent company 114.3 75.1 230.1 170.8
____________________________________
206.6 154.1 395.5 319.0
Cost of products sold
and depreciation 187.8 157.2 368.4 321.4
Net income (loss) $1.0 $(6.0) $6.2 $(20.0)
Note F - Canadian Reynolds Metals Company, Limited (continued)
June 30 December 31
1994 1993
______________________________
Current assets $155.2 $146.9
Noncurrent assets 1,031.1 1,056.1
Current liabilities (85.5) (99.8)
Noncurrent liabilities (536.7) (540.7)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION A
RESULTS OF OPERATIONS
INTRODUCTION
The following discussion and analysis should be read in conjunction
with the consolidated financial statements and notes thereto included in or
referred to in this report.
RESULTS OF OPERATIONS
<TABLE>
Shipments and Revenues
Shipments, net sales and revenues per pound for the second quarter
and six months of 1994 and 1993 were as follows (metric tons in thousands
and dollars in millions, except per pound amounts):
<CAPTION>
Second Quarter Six Months
1994 1993 1994 1993
_________________________________________________
<S> <C> <C> <C> <C>
Aluminum product shipments 405.8 386.7 751.2 738.6
Net sales:
Aluminum $1,127.3 $1,027.5 $2,052.7 $1,958.6
Nonaluminum 327.7 328.5 656.2 628.1
_________________________________________________
Total $1,455.0 $1,356.0 $2,708.9 $2,586.7
=================================================
Revenues per pound:
Fabricated aluminum products $1.45 $1.46 $1.42 $1.46
Primary aluminum $0.66 $0.55 $0.64 $0.56
</TABLE>
Record shipments in the second quarter of 1994 contributed to
increased shipments in the six months of 1994 over the 1993 period and
reflected the continuing recovery in major global economies, particularly
in the U.S. and Europe. The increase in shipments was also attributable to
acquisitions partially offset by restructuring activities. Higher
shipments for cans and ends (due principally to acquisitions) were
partially offset by lower shipments of can sheet (due to greater internal
consumption to support higher can production) and other aluminum sheet (due
to the restructuring of the Company's Illinois sheet and plate facility).
The increase in net sales in both 1994 periods primarily reflects
the increase in shipping volume for fabricated aluminum products. The
increase in nonaluminum net sales in the six month period of 1994 was due
to higher sales of gold and packaging products partially offset by lower
sales of alumina.
Shipments and Revenues (continued)
Low prices for aluminum products continue to weigh heavily on the
Company's results. Realized prices for most fabricated aluminum products
were lower in the 1994 periods, particularly for cans and can sheet. The
overall average realized price for fabricated products in the 1994 periods
benefitted from a shift in mix toward higher value-added products.
Realized prices for primary aluminum were higher in the 1994 periods due to
current and anticipated improvement in the world supply/demand balance.
Revenues by principal markets were:
Second Quarter Six Months
1994 1993 1994 1993
-------------- -----------
Packaging & Containers 47% 44 % 46% 44%
Distributors and Fabricators 12 13 12 14
Building and Construction 13 13 12 12
Automotive and Transportation 11 12 11 12
Electrical 3 3 3 3
Other 14 15 16 15
________________________________
Total 100% 100 % 100% 100%
===============================
For further information concerning shipments and revenues, see the
discussion under "Segment Analysis".
Costs and Expenses
Cost of products sold in the 1994 periods was favorably impacted by
performance improvement programs, including the effects of restructuring,
and lower costs for certain raw materials used in the production of primary
aluminum. These benefits were offset by a shift in product mix to higher
value-added products and the negative effects of ongoing fixed costs
related to the temporary curtailments at primary aluminum and alumina
facilities.
The decline in interest expense in both 1994 periods was due
primarily to lower levels of debt outstanding and, in the six month period,
to lower interest rates.
On a quarterly basis, the Company evaluates the status of all
significant existing or potential environmental issues, develops or revises
estimates of costs to satisfy known remediation requirements and adjusts
its accruals accordingly. Based upon information presently available, such
future costs are not expected to have a material adverse effect on the
Company's competitive or financial position or its ongoing results of
operations. However, it is not possible to predict the amount or timing of
future costs of environmental remediation requirements which may
subsequently be determined. Such costs could be material to future
quarterly or annual results of operations.
Operating Outlook
The Company expects major global economies to continue to recover
and demand for the Company's fabricated aluminum products to improve.
Prices for most fabricated aluminum products are showing signs of
stabilizing and should improve with stronger demand. This, combined with
the benefits from ongoing cost reduction programs and continuing
contributions from previously announced acquisitions and restructuring
activities, should provide improved financial performance for the remainder
of the year.
SEGMENT ANALYSIS
Finished Products and Other Sales
Shipments and net sales to customers for this category for the
second quarter and six months of 1994 and 1993 were as follows (metric tons
in thousands, dollars in millions):
SECOND QUARTER
_________________________________________
Net Sales Shipments
1994 1993 1994 1993
_________________________________________
Packaging and containers:
Aluminum $425.9 $324.1 97.4 68.8
Nonaluminum 127.7 123.5
Other aluminum 106.1 90.5 36.0 30.8
Other nonaluminum 101.5 98.9
_________________________________________
$761.2 $637.0 133.4 99.6
=========================================
SIX MONTHS
-----------------------------------------
Net Sales Shipments
1994 1993 1994 1993
-----------------------------------------
Packaging and containers:
Aluminum $763.1 $594.8 173.2 124.3
Nonaluminum 249.0 234.9
Other aluminum 197.7 174.9 69.0 59.8
Other nonaluminum 211.5 192.3
-------------------------------------------
$1,421.3 $1,196.9 242.2 184.1
===========================================
The increase in shipments in both 1994 periods was due primarily to higher
shipments of cans and ends. The increase in other aluminum shipments was
due to higher shipments to the distributor and building and construction
markets. Net sales increased due to the higher shipping volume somewhat
offset by lower realized prices. The increase in nonaluminum net sales was
due to higher sales to the packaging, distributor and building and
construction markets.
SEGMENT ANALYSIS (continued)
Production and Processing
Shipments and net sales to customers for this category for the
second quarter and six months of 1994 and 1993 were as follows (metric tons
in thousands, dollars in millions):
SECOND QUARTER
_________________________________________
Net Sales Shipments
1994 1993 1994 1993
_________________________________________
Primary aluminum $103.2 $90.0 71.2 73.6
Flat rolled 240.5 286.1 104.8 119.9
Extruded and drawn 153.7 137.5 55.5 46.8
Other aluminum 97.9 99.3 40.9 46.8
Other nonaluminum 61.4 73.9
Gold 37.1 32.2
_________________________________________
$693.8 $719.0 272.4 287.1
=========================================
SIX MONTHS
----------------------------------------
Net Sales Shipments
1994 1993 1994 1993
----------------------------------------
Primary aluminum $177.1 $179.2 126.2 144.2
Flat rolled 457.2 558.4 203.0 232.2
Extruded and drawn 285.0 263.4 107.2 89.7
Other aluminum 172.6 187.9 72.6 88.4
Other nonaluminum 124.0 143.0
Gold 71.7 57.9
------------------------------------------
$1,287.6 $1,389.8 509.0 554.5
==========================================
The decline in shipments in both 1994 periods was due to lower shipments of
can sheet (due to greater internal consumption to support higher can
production) and other aluminum sheet products (due to the restructuring of
the Company's Illinois sheet and plate facility), somewhat offset by higher
fabricated shipments by European subsidiaries. Shipments of other aluminum
products were lower due to the divestiture of an aluminum reclamation
facility in the second quarter of 1993. The decline in net sales reflects
the lower shipping volume and lower realized prices for fabricated aluminum
products, somewhat offset by higher realized prices for primary aluminum.
The decline in nonaluminum net sales was due to lower sales of alumina.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
Working capital totalled $678 million at June 30, 1994, compared to
$409 million at December 31, 1993. The ratio of current assets to current
liabilities was 1.5/1 at June 30, 1994, compared to 1.3/1 at December 31,
1993. The increase in working capital was due to increases in cash, cash
equivalents and short-term investments, receivables and inventories,
partially offset by an increase in accounts payable, accrued and other
liabilities. Receivables reflect the growth in sales. Inventories are up
to meet seasonal demand. Investments have risen due to the investment of a
portion of the proceeds from the issuance of preferred stock in early 1994
(see below).
In addition to the amount in cash, cash equivalents and short-term
investments, the Company has $85.3 million of long-term investments.
Operating Activities
Net cash provided by operating activities was used for investing
and financing activities.
Investing Activities
Capital investments in the first six months of 1994 consisted of
the acquisition of Bev-Pak, Inc., a midwestern U.S. manufacturer of
aluminum cans and ends, as discussed below, modernization and expansion at
our can manufacturing facilities, and various equipment upgrades.
The Company acquired Bev-Pak, Inc. in the second quarter of 1994.
This acquisition increases the Company's U.S. aluminum can-making capacity
from over 16 billion to approximately 19 billion annually. This addition
strengthens the Company's can manufacturing position in the Midwest and
complements its current capabilities.
Financing Activities
In the first quarter of 1994, the Company issued 11 million shares
of 7% PRIDES, Convertible Preferred Stock for $47.25 (stated value) per
share. The Company received net proceeds of $505 million. A portion of
the proceeds was used to fund capital investments in the first six months
of 1994 and to repay obligations incurred in the fourth quarter of 1993 in
connection with the acquisition of Miller Brewing Company's can plants.
The remainder of the proceeds is being invested pending its future use for
capital expenditures, strategic investments and general corporate purposes.
In the first quarter of 1994, the Company contributed 1.4 million
shares of its common stock, valued at approximately $72 million, to its
pension plans.
Financing Activities (continued)
In the second quarter of 1994, the Company replaced $490 million of
revolving credit facilities with a new $500 million revolving credit
facility which expires in 1999. The new facility will be used to support
the Company's commercial paper program and will be available for other
general corporate purposes.
Financial Outlook
Capital investments in 1994 are expected to be approximately $500
million. They will consist of modernization and expansion of can
manufacturing operations (including participation in the construction of
can plants, as discussed below), the acquisition of a metals distribution
business and equipment upgrades at a number of other facilities. The
Company also plans to purchase and renovate a facility in Beloit, Wisconsin
for the production of aluminum wheels, which is expected to start up in the
second quarter of 1995. These investments will be funded with cash
generated from operations, proceeds from the sale of non-core assets (in-
cluding the sale of our interest in the Boddington Gold Mine, as discussed
below), and part of the proceeds from the preferred stock issue.
In the second quarter of 1994, the Company announced plans to
participate in the construction of can plants in Argentina and Saudi
Arabia. The Company will own 42.5% of the Argentinean can plant, which
will have an annual capacity of 750 million cans and is expected to be
completed in late 1996. The Company will own 27.5% of the Saudi Arabian
can plant, which will have an annual capacity of 1.2 billion cans and is
expected to be completed in early 1996.
In the third quarter of 1994, the Company completed the sale of
Reynolds Australia Metals, Ltd., which holds a 40 percent interest in the
Boddington Gold Mine, to a subsidiary of Poseidon Gold Limited, which
resulted in a gain. Proceeds from the transaction, which include a closing
payment of approximately $115 million and delivery of a total of 30,000
ounces of gold over seven years, were used to extinguish the Company's term
loan agreement ($82 million) and the remainder is being invested pending
its future use for capital expenditures, strategic investments and general
corporate purposes.
The Company believes its available financial resources (including
cash and investments of over $200 million), together with internally
generated funds, are sufficient to meet its business needs at the present
time and for the foreseeable future. The Company continues to exceed the
financial ratio requirements contained in its financing arrangements and
expects to do so for the foreseeable future. At June 30, 1994, $222
million of the Company's $1.65 billion shelf registration remained
available for the issuance of debt securities.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
As previously reported in the Registrant's Report on Form 10-K for the
Year ended December 31, 1993, on July 29, 1992, the U.S. Environmental
Protection Agency (the "EPA") filed an administrative complaint against the
Registrant alleging paperwork violations and failure to determine whether
certain materials in storage constituted hazardous wastes under the federal
Resource Conservation and Recovery Act and state hazardous waste
regulations at the Registrant's Longview, Washington primary aluminum
production plant. The EPA sought $296,000 in civil penalties. Based on
the Registrant's response to the complaint, the EPA dropped certain claims
and amended others. The parties have agreed to a settlement of the matter
under which the Registrant will pay a penalty of $11,250 and install
certain parts washing stations that would result in a reduction in the
generation of solvent wastes at the Longview plant. The parties are final-
izing the settlement.
The sale of Reynolds Australia Metals, Ltd. was completed in the third
quarter of 1994 following the favorable disposition of related legal
proceedings discussed in the Registrant's Report on Form 10-K for the Year
ended December 31, 1993 under the caption "Raw Materials and Precious
Metals - Precious Metals" in Item 1 thereof. See the discussion of the
sale under the caption "Financial Outlook" in Part I, Item 2 of this
report.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Index to Exhibits.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the second quarter
of 1994.
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 thereunto duly authorized.
REYNOLDS METALS COMPANY
By Allen M. Earehart
Allen M. Earehart
Vice President, Controller
(Principal Accounting Officer)
DATE: August 12, 1994
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
2 None
*4.1 Restated Certificate of Incorporation of Reynolds
Metals Company, as amended to the date hereof. (File
No. 1-1430, Registration Statement on Form 8-A dated
February 23, 1994, pertaining to Common Stock and
Preferred Stock Purchase Rights, EXHIBIT 1)
4.2 By-Laws of Reynolds Metals Company, as amended
to the date hereof
*4.3 Indenture dated as of April 1, 1989 (the
"Indenture") between Reynolds Metals Company and
The Bank of New York, as Trustee, relating to
Debt Securities. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
*4.4 Amendment No. 1 dated as of November 1, 1991 to
the Indenture. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.4)
*4.5 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)
*4.6 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)
*4.7 Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated June 6,
1989, EXHIBIT 4)
*4.8 Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form
S-3, dated August 31, 1989, EXHIBIT 4.3)
*4.9 Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form
S-3, dated August 31, 1989, EXHIBIT 4.4)
*4.10 Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report, EXHIBIT
4.15)
*4.11 Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.16)
*4.12 Form of 9% Debenture due August 15, 2003. (File
No. 1-1430, Form 8-K Report dated August 16,
1991, EXHIBIT 4(a))
*4.13 Articles of Continuance of Canadian Reynolds
Metals Company, Limited -- Societe Canadienne de
Metaux Reynolds, Limitee ("CRM"), as amended to
the date hereof. (Registration Statement No.
33-59168 on Form S-3, dated March 5, 1993,
EXHIBIT 4.1)
*4.14 By-Laws of CRM, as amended to the date hereof.
(File No. 1-1430, Form 10-Q Report for the
Quarter Ended September 30, 1993, EXHIBIT 4.19)
*4.15 Indenture dated as of April 1, 1993 among CRM,
Reynolds Metals Company and The Bank of New
York, as Trustee. (File No. 1-1430, Form 8-K
Report dated July 14, 1993, EXHIBIT 4(a))
*4.16 Form of 6-5/8% Guaranteed Amortizing Note due
July 15, 2002. (File No. 1-1430, Form 8-K
Report dated July 14, 1993, EXHIBIT 4(d))
*10.1 Reynolds Metals Company 1982 Nonqualified Stock
Option Plan, as amended through May 17, 1985.
(File No. 1-1430, 1985 Form 10-K Report, EXHIBIT
10.2)
*10.2 Reynolds Metals Company 1987 Nonqualified Stock
Option Plan. (Registration Statement No.
33-13822 on Form S-8, dated April 28, 1987,
EXHIBIT 28.1)
*10.3 Reynolds Metals Company 1992 Nonqualified Stock
Option Plan. (Registration Statement No. 33-
44400 on Form S-8, dated December 9, 1991,
EXHIBIT 28.1)
*10.4 Reynolds Metals Company Performance Incentive
Plan, as amended and restated effective January
1, 1985. (File No. 1-1430, 1985 Form 10-K
Report, EXHIBIT 10.3)
*10.5 Consulting Agreement dated April 16, 1986
between Reynolds Metals Company and David P.
Reynolds. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended March 31, 1986, EXHIBIT
19)
*10.6 Form of Deferred Compensation Agreement dated
February 17, 1984 between Reynolds Metals
Company and David P. Reynolds. (File No. 1-
1430, Form 10-Q Report for the Quarter Ended
March 31, 1994, EXHIBIT 10.6)
*10.7 Deferred Compensation Agreement dated May 16,
1986 between Reynolds Metals Company and David
P. Reynolds. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended June 30, 1986, EXHIBIT 19)
*10.8 Agreement dated December 9, 1987 between
Reynolds Metals Company and Jeremiah J. Sheehan.
(File No. 1-1430, 1987 Form 10-K Report, EXHIBIT
10.9)
*10.9 Supplemental Death Benefit Plan for Officers.
(File No. 1-1430, 1986 Form 10-K Report, EXHIBIT
10.8)
*10.10 Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.11)
*10.11 Management Incentive Deferral Plan. (File No.
1-1430, 1987 Form 10-K Report, EXHIBIT 10.12)
*10.12 Deferred Compensation Plan for Outside Directors
as Amended and Restated Effective December 1,
1993. (File No. 1-1430, 1993 Form 10-K Report,
EXHIBIT 10.12)
*10.13 Retirement Plan for Outside Directors. (File No.
1-1430, 1986 Form 10-K Report, EXHIBIT 10.10)
*10.14 Death Benefit Plan for Outside Directors. (File
No. 1-1430, 1986 Form 10-K Report, EXHIBIT
10.11)
*10.15 Form of Indemnification Agreement for Directors
and Officers. (File No. 1-1430, Form 8-K Report
dated April 29, 1987, EXHIBIT 28.3)
*10.16 Form of Executive Severance Agreement between
Reynolds Metals Company and key executive
personnel, including each of the individuals
listed in Item 4A of the Reynolds Metals Company
1993 Form 10-K Report (other than Messrs.
Christino, Earehart, Jones and Leahey). (File
No. 1-1430, 1987 Form 10-K Report, EXHIBIT
10.18)
*10.17 Renewal dated February 21, 1992 of Consulting
Agreement dated April 16, 1986 between Reynolds
Metals Company and David P. Reynolds. (File No.
1-1430, 1991 Form 10-K Report, EXHIBIT 10.19)
*10.18 Amendment to Reynolds Metals Company 1987 No-
nqualified Stock Option Plan effective May 20,
1988. (File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1988, EXHIBIT 19(a))
*10.19 Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective October
21, 1988. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended September 30, 1988,
EXHIBIT 19(a))
*10.20 Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective January
1, 1987. (File No. 1-1430, 1988 Form 10-K
Report, EXHIBIT 10.22)
*10.21 Amendment to Reynolds Metals Company Performance
Incentive Plan effective January 1, 1989. (File
No. 1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1989, EXHIBIT 19)
*10.22 Form of Stock Option and Stock Appreciation
Right Agreement, as approved February 16, 1990
by the Compensation Committee of the Company's
Board of Directors. (File No. 1-1430, 1989 Form
10-K Report, EXHIBIT 10.24)
*10.23 Amendment to Reynolds Metals Company 1982
Nonqualified Stock Option Plan effective January
18, 1991. (File No. 1-1430, 1990 Form 10-K
Report, EXHIBIT 10.25)
*10.24 Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective January
18, 1991. (File No. 1-1430, 1990 Form 10-K
Report, EXHIBIT 10.26)
*10.25 Letter Agreement dated January 18, 1991 between
Reynolds Metals Company and William O. Bourke.
(File No. 1-1430, 1990 Form 10-K Report, EXHIBIT
10.29)
*10.26 Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation Committee of
the Company's Board of Directors. (File No. 1-
1430, Form 10-Q Report for the Quarter Ended
March 31, 1992, EXHIBIT 28(a))
*10.27 Consulting Agreement dated May 1, 1992 between
Reynolds Metals Company and William O. Bourke.
(File No. 1-1430, Form 10-Q Report for the
Quarter Ended March 31, 1992, EXHIBIT 28(b))
*10.28 Renewal dated February 18, 1994 of Consulting
Agreement dated May 1, 1992 between Reynolds
Metals Company and William O. Bourke. (File No.
1-1430, 1993 Form 10-K Report, EXHIBIT 10.28)
*10.29 Reynolds Metals Company Restricted Stock Plan
for Outside Directors. (Registration Statement
No. 33-53851 on Form S-8, dated May 27, 1994,
EXHIBIT 4.6)
10.30 Reynolds Metals Company New Management Incentive
Deferral Plan
10.31 Reynolds Metals Company Salary Deferral Plan for
Executives
10.32 Reynolds Metals Company Supplemental Long Term
Disability Plan for Executives
11 Computation of Earnings Per Share
15 None
18 None
19 None
22 Not applicable
23 None
24 None
27 Not applicable
___________________________
*Incorporated by reference.
Pursuant to Item 601 of Regulation S-K, certain instruments
with respect to long-term debt of Reynolds Metals Company (the
"Registrant") and its consolidated subsidiaries are omitted because
such debt does not exceed 10 percent of the total assets of the
Registrant and its subsidiaries on a consolidated basis. The
Registrant agrees to furnish a copy of any such instrument to the
Commission upon request.
EXHIBIT 4.2
By-Laws
of
REYNOLDS METALS COMPANY
Table of Contents
Page
ARTICLE I - Stock
Section 1. Certificates for Stock. . . . . . . . . . . . . l
Section 2. Transfers of Stock. . . . . . . . . . . . . . . 1
Section 3. Holders of Record . . . . . . . . . . . . . . . 1
Section 4. Lost or Destroyed Certificates. . . . . . . . . 2
ARTICLE II - Stockholders' Meetings
Section 1. Place of Meetings . . . . . . . . . . . . . . . 2
Section 2. Annual Meetings . . . . . . . . . . . . . . . . 2
Section 3. Special Meetings. . . . . . . . . . . . . . . . 2
Section 4. Matters to be Brought Before Stockholders
Meetings. . . . . . . . . . . . . . . . . . . . 2
Section 5. Notice of Meetings. . . . . . . . . . . . . . . 3
Section 6. Quorum. . . . . . . . . . . . . . . . . . . . . 4
Section 7. Adjourned Meetings. . . . . . . . . . . . . . . 4
Section 8. Inspectors of Election. . . . . . . . . . . . . 4
Section 9. List of Stockholders. . . . . . . . . . . . . . 5
Section 10. Voting. . . . . . . . . . . . . . . . . . . . . 5
Section 11. Consents in Writing . . . . . . . . . . . . . . 5
ARTICLE III - Board of Directors
Section 1. Number; Term of Office; Powers. . . . . . . . . 6
Section 2. Resignations. . . . . . . . . . . . . . . . . . 6
Section 3. Vacancies . . . . . . . . . . . . . . . . . . . 6
Section 4. Annual Meeting. . . . . . . . . . . . . . . . . 6
Section 5. Regular Meetings. . . . . . . . . . . . . . . . 6
Section 6. Special Meetings. . . . . . . . . . . . . . . . 6
Section 7. Notice of Meetings. . . . . . . . . . . . . . . 7
Section 8. Quorum; Adjourned Meetings; Required Vote . . . 7
Section 9. Committees. . . . . . . . . . . . . . . . . . . 7
Section 10. Compensation. . . . . . . . . . . . . . . . . . 8
Section 11. Consents in Writing . . . . . . . . . . . . . . 8
Section 12. Participation by Conference Telephone . . . . . 8
ARTICLE IV - Officers
Section 1. Officers. . . . . . . . . . . . . . . . . . . . 8
Section 2. Chairman of the Board . . . . . . . . . . . . . 9
Table of Contents, Continued
Section 3. Vice Chairmen of the Board. . . . . . . . . . . 9
Section 4. President . . . . . . . . . . . . . . . . . . . 9
Section 5. Vice Presidents . . . . . . . . . . . . . . . . 9
Section 6. General Counsel . . . . . . . . . . . . . . . . 9
Section 7. Secretary . . . . . . . . . . . . . . . . . . . 9
Section 8. Treasurer . . . . . . . . . . . . . . . . . . . 9
Section 9. Controller. . . . . . . . . . . . . . . . . . . 10
Section 10. Other Officers and Assistant Officers . . . . . 10
Section 11. Term of Office; Vacancies . . . . . . . . . . . 10
Section 12. Removal . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V - Dividends and Finance
Section 1. Dividends . . . . . . . . . . . . . . . . . . . 10
Section 2. Deposits; Withdrawals; Notes and Other
Instruments . . . . . . . . . . . . . . . . . . 10
Section 3. Fiscal Year . . . . . . . . . . . . . . . . . . 10
ARTICLE VI - Books and Records; Record Date
Section 1. Books and Records . . . . . . . . . . . . . . . 11
Section 2. Record Date . . . . . . . . . . . . . . . . . . 11
ARTICLE VII - Notices
Section 1. Notices . . . . . . . . . . . . . . . . . . . . 12
Section 2. Waivers of Notice . . . . . . . . . . . . . . . 12
ARTICLE VIII - Contracts
Section 1. Interested Directors or Officers. . . . . . . . 12
ARTICLE IX - Seal
Section 1. Seal. . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE X - Indemnification
Section 1. Indemnification in Third Party Actions. . . . . 13
Section 2. Indemnification in an Action by or in
the Right of the Corporation. . . . . . . . . . 14
Section 3. Indemnification as of Right . . . . . . . . . . 14
Section 4. Determination of Indemnification. . . . . . . . 15
Section 5. Advance for Expenses. . . . . . . . . . . . . . 15
Section 6. General Provisions. . . . . . . . . . . . . . . 15
ARTICLE XI - Amendments
Section 1. Amendments. . . . . . . . . . . . . . . . . . . 16
<PAGE>
By-Laws
of
REYNOLDS METALS COMPANY
(Incorporated under the Laws of Delaware)
ARTICLE I - Stock
1. Certificates for Stock. Certificates of Stock shall be issued in
numerical order, be signed by the Chairman of the Board of Directors, a
Vice Chairman of the Board of Directors, the President or a Vice President,
and by the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, and sealed with the corporate seal; provided, that
where any Certificate of Stock is signed by a duly appointed and authorized
Transfer Agent or Registrar the signatures of the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, the President, Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer
may be facsimile, engraved or printed, and the seal of the corporation on
any such Certificate of Stock may be facsimile, engraved or printed. In
case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he
or she were such officer, transfer agent or registrar at the date of issue.
2. Transfers of Stock. Transfers of stock shall be made only upon
the books of the corporation, and only by the person named in the
certificate or by attorney, lawfully constituted in writing, and only upon
surrender of the certificate therefor. The directors may by resolution
make reasonable regulations for the transfers of stock.
3. Holders of Record. Registered stockholders only shall be
entitled to be treated by the corporation as the holders in fact of the
stock standing in their respective names and the corporation shall not be
bound to recognize any equitable or other claim to or interest in any share
on the part of any other person, whether or not it shall have express or
other notice thereof, except as expressly provided by the laws of Delaware.
4. Lost or Destroyed Certificates. In case of loss or destruction
of any certificate of stock another may be issued in its place upon
satisfactory proof of such loss or destruction and upon the giving of a
satisfactory bond of indemnity to the corporation, all as determined either
expressly by the directors or pursuant to general authority granted by
them.
ARTICLE II - Stockholders' Meetings
1. Place of Meetings. Meetings of the stockholders shall be held at
such place, within or outside the State of Delaware, as the Board of
Directors may determine.
2. Annual Meeting. The annual meeting of the stockholders of the
corporation, for the election of directors to succeed those whose terms
expire, and for the transaction of such other business as may come before
the meeting, shall be held on the first Wednesday after April 15th of each
year, if not a legal holiday, and if a legal holiday, then on the first
business day following, at eleven o'clock in the forenoon, or on such other
date and at such other time as may be fixed by the Board of Directors. If
the annual meeting of the stockholders be not held as herein prescribed,
the election of directors may be held at any meeting thereafter called
pursuant to these By-Laws.
3. Special Meetings. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, or a Vice Chairman of the
Board of Directors, or the President or by the Board of Directors, and
shall be called at any time by the Board of Directors upon the request in
writing of stockholders entitled to cast a majority of the votes which all
stockholders are entitled to cast. Such request must state the purpose of
the meeting.
4. Matters to be Brought Before Stockholders Meetings. Except as
otherwise provided by law, at any annual or special meeting of stockholders
only such business shall be conducted as shall have been properly brought
before the meeting in accordance with this Section.
In order to be properly brought before the meeting, such business
must have either been (i) specified in the written notice of the meeting
(or any supplement thereto) given to stockholders of record on the record
date for such meeting by or at the direction of the Board of Directors,
(ii) brought before the meeting at the direction of the Board of Directors
or the officer presiding over the meeting, or (iii) specified in a written
notice given by or on behalf of a stockholder of record on the record date
for such meeting entitled to vote thereat or a duly authorized proxy for
such stockholder, in accordance with all of the following requirements.
A notice referred to in clause (iii) hereof must be delivered
personally to, or mailed to and received at, the principal executive office
of the corporation, addressed to the attention of the Secretary, not more
than ten (10) days after the date of the initial notice referred to in
clause (i) hereof, in the case of business to be brought before a special
meeting of stockholders, and not less than thirty (30) days prior to the
first anniversary date of the initial notice referred to in clause (i)
hereof of the previous year's annual meeting, in the case of business to be
brought before an annual meeting of stockholders, provided, however, that
such notice shall not be required to be given more than ninety (90) days
prior to an annual meeting of stockholders. Such notice referred to in
clause (iii) hereof shall set forth:
(a) a full description of each such item of business proposed to be
brought before the meeting;
(b) the name and address of the person proposing to bring such
business before the meeting;
(c) the class and number of shares held of record, held beneficially
and represented by proxy by such person as of the record date for the
meeting (if such date has then been made publicly available) and as of the
date of such notice;
(d) if any item of such business involves a nomination for director,
all information regarding each such nominee that would be required to be
set forth in a definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended, or any successor thereto and the written consent of
each such nominee to serve if elected; and
(e) all other information that would be required to be filed with the
Securities and Exchange Commission if, with respect to the business
proposed to be brought before the meeting, the person proposing such
business was a participant in a solicitation subject to Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor thereto.
No business shall be brought before any meeting of stockholders
of the corporation otherwise than as provided in this Section.
5. Notice of Meetings. Written notice of the place, date and hour
of the annual and of all special meetings of the stockholders and, in the
case of special meetings, of the purpose or purposes for which such special
meeting is called, shall be given in the manner specified in Section l of
Article VII of these By-Laws not less than ten (10) nor more than sixty
(60) days prior to the meeting, to each stockholder of record of the
corporation entitled to vote thereat. Business transacted at all special
meetings shall be confined to the purposes stated in the notice.
6. Quorum. A quorum at any annual or special meeting of the
stockholders shall consist of the presence, in person or by proxy, of
stockholders entitled to cast a majority of the votes which all
stockholders are entitled to cast, except as otherwise specifically
provided by law or in the Certificate of Incorporation.
7. Adjourned Meetings. If a quorum be not present at a properly
called stockholders' meeting, the meeting may be adjourned from time to
time by a majority in interest of those present in person or by proxy and
entitled to vote thereat. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the
meeting; otherwise, no notice of such adjourned meeting need be given if
the time and place thereof are announced at the meeting at which the
adjournment is taken. The absence from any meeting of stockholders holding
the number of shares of stock of the corporation required by law, the
Certificate of Incorporation or these By-Laws for action upon any given
matter shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting, if there shall be
present thereat in person or by proxy stockholders holding the number of
shares of stock of the corporation required in respect of such other matter
or matters.
8. Inspectors of Election. In advance of any meeting of
stockholders or any corporate action to be taken by the stockholders in
writing without a meeting, the Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer or Secretary of the corporation shall
appoint one or more inspectors of election to serve at such meeting or to
examine such written consents and to make a written report with respect
thereto. In addition, any such officer may, but shall not be required to,
designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at
a meeting of stockholders, the presiding officer at such meeting shall
appoint one or more inspectors to act at the meeting. Each inspector shall
discharge his or her duties in accordance with applicable law and shall,
before entering upon the discharge of his or her duties, take and sign an
oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability.
9. List of Stockholders. A complete list of the stockholders
entitled to vote at each annual or special meeting of the stockholders of
the corporation, arranged in alphabetical order, showing the address of
record of each and the number of voting shares held by each, shall be
prepared by the Secretary, who shall have charge of the stock ledger, and
filed in the City (or, if such meeting is to be held at a place not within
any city, then in the county) where the meeting is to be held, at a
location specified in the Notice of Meeting, or if no such location is
specified in such notice, at the place where the meeting is to be held, at
least ten (10) days before every such meeting, and shall, during the usual
hours for business, be open to the examination of any stockholder for any
purpose germane to the meeting, and during the whole time of said meeting
be open to the examination of any stockholder.
10. Voting. Subject to the provisions of Article VI, Section 2 of
these By-Laws, and except where a different vote per share is prescribed by
the Certificate of Incorporation for a class of stock, each holder of stock
of a class which is entitled to vote in any election or on any other
questions at any annual or special meeting of the stockholders shall be
entitled to one vote, in person or by written proxy, for each share of such
class held of record. Except where, and to the extent that, a different
percentage of votes and/or a different exercise of voting power is
prescribed by law, the Certificate of Incorporation or these By-Laws, all
elections and other questions shall be decided by the vote of stockholders,
present in person or by proxy and entitled to vote, representing a majority
of the votes cast. Abstentions shall be counted in the tabulation of the
votes cast. The votes for directors, and, upon demand of any stockholder,
or where required by law, the votes upon any question before the meeting,
shall be by ballot; otherwise, the election shall be held as the presiding
officer prescribes.
11. Consents in Writing. Any action which might have been taken
under these By-Laws by a vote of the stockholders at a meeting thereof may
be taken by them without a meeting, without prior notice and without a
vote, if a consent in writing setting forth the action so taken shall be
signed by the holders of outstanding shares of stock of the corporation
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted; provided, that prompt notice of the
taking of such corporate action shall be given to those stockholders who
have not consented thereto if less than unanimous written consent is
obtained.
ARTICLE III - Board of Directors
1. Number; Term of Office; Powers. The business and affairs of the
corporation shall be under the direction of a Board of Directors,
consisting of fifteen (15) persons. Directors shall be elected for one
year, and shall hold office until their successors are elected and
qualified. Directors need not be stockholders. In addition to the power
and authority expressly conferred upon them by the By-Laws and the
Certificate of Incorporation, the Board of Directors may exercise all such
powers of the corporation and do all such lawful acts and things as are not
by law or by the Certificate of Incorporation or by these By-Laws directed
or required to be exercised or done by the stockholders.
2. Resignations. Any director may resign at any time by giving
written notice of resignation to the Board of Directors, to the Chief
Executive Officer or to the Secretary of the corporation. Any such
resignation shall take effect at the time specified therein, or if the time
be not specified therein, then upon receipt thereof. The acceptance of
such resignation shall not be necessary to make it effective.
3. Vacancies. Except as otherwise specifically provided by law, the
Certificate of Incorporation or these By-Laws, all vacancies in the Board
of Directors, whether caused by resignation, death, increase in the number
of authorized directors or otherwise, may be filled by a majority of the
Board of Directors then in office, even though less than a quorum, or by
the stockholders at a special meeting. A director thus elected to fill any
vacancy shall hold office until the next annual meeting of stockholders and
until a successor is elected and qualified.
4. Annual Meeting. The annual meeting of the Board of Directors,
for the election of officers and the transaction of other business, shall
be held on the same day and at the same place as, and as soon as
practicable following, the annual meeting of stockholders, or at such other
date, time or place as the directors may by resolution designate.
5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times, and at such place within or outside the State
of Delaware, as the Board of Directors may from time to time by resolution
designate.
6. Special Meetings. Special meetings of the directors may be
called at any time by the Chairman of the Board of Directors, a Vice
Chairman of the Board of Directors, the President or an Executive Vice
President, or by the Secretary upon written request of one-third of the
directors, such request stating the purpose for which the meeting is to be
called. Special meetings shall be held at the principal office of the
corporation or at such office within or outside the State of Delaware as
the directors may from time to time designate.
7. Notice of Meetings. Except as otherwise required by law, notice
of special meetings of the Board of Directors or of any committee of the
Board of Directors shall be given to each director or to each committee
member, as the case may be, by mail at least two days before the day on
which the meeting is to be held or by personal delivery, word-of-mouth,
telephone, telegraph, radio, cable or other comparable means at least six
hours before the time at which the meeting is to be held. Such notice
shall state the time and place of such meeting, but need not state the
purposes thereof unless otherwise required by law. No notice need be given
of the annual meeting of directors or of regular meetings of directors or
of committees of the Board of Directors, provided that, whenever the time
or place of such meetings shall be fixed or changed, notice of such action
shall be given promptly to each director or to each committee member, as
the case may be, who shall not have been present at the meeting at which
such action was taken.
8. Quorum; Adjourned Meetings; Required Vote. A majority of the
Board of Directors as constituted from time to time shall be necessary and
sufficient at all meetings to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of those present may
adjourn the meeting from time to time and the meeting may be held as
adjourned without further notice provided a quorum be present at such
adjourned meeting. Unless otherwise specifically provided by the
Certificate of Incorporation or statute, the act of a majority of the
directors present at any properly convened meeting at which there is a
quorum, but in no case less than one-third of all of the directors then in
office, shall be the act of the Board of Directors.
9. Committees. Standing or Temporary Committees may be appointed
from their own number by the Board of Directors from time to time, and the
directors may from time to time vest such committees with such powers as
the directors may see fit, subject to such conditions as the directors may
prescribe or as may be prescribed by law. All committees shall consist of
two or more directors. The term of office of the members of each committee
shall be as fixed from time to time by the Board of Directors; provided,
however, that any committee member who ceases to be a director shall ipso
facto cease to be a committee member. Any member of any committee may be
removed at any time with or without cause by the Board of Directors, and
any vacancy in any committee may be filled by the Board of Directors. All
committees shall keep regular minutes of their transactions and shall cause
them to be recorded in books kept for that purpose in the office of the
corporation, and shall report the same to the Board of Directors at their
regular meetings. Subject to this Section 9 and except as otherwise
determined by the Board of Directors, each committee may make rules for the
conduct of its business.
10. Compensation. Directors, as such, may receive, pursuant to
resolution of the Board of Directors, fixed fees, other compensation and
expenses for their services as directors, including, without limitation,
services as chairmen or as members of committees of the directors;
provided, however, that nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
11. Consents in Writing. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of
Directors or committee.
12. Participation by Conference Telephone. Members of the Board of
Directors or of any committee may participate in a meeting of such Board of
Directors or committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at the meeting.
ARTICLE IV - Officers
1. Officers. The corporation may have a Chairman of the Board of
Directors, one or more Vice Chairmen of the Board of Directors, a
President, one or more Vice Presidents, which may include Executive and
Senior Vice Presidents, a General Counsel, a Secretary, a Treasurer, a
Controller and such other officers and assistant officers as the Board of
Directors shall deem appropriate; provided, that the corporation shall have
such officers as are required by applicable law. Officers shall be elected
annually by the Board of Directors. One person may hold more than one
office.
The Board of Directors shall designate a Chief Executive Officer,
and may designate a Chief Operating Officer and a Chief Financial Officer
from among the officers of the corporation.
The Chief Executive Officer shall have general supervision and
management of the business and affairs of the corporation, subject to the
control of the Board of Directors, and may prescribe the duties to be
performed by the officers of the corporation in addition to the duties
prescribed by these By-Laws or by the Board of Directors. In the absence
or disability of the Chairman of the Board of Directors, the Chief
Executive Officer shall preside at all meetings of stockholders and
directors. In the absence or disability of the Chief Executive Officer,
such officer of the corporation as the Chief Executive Officer shall have
designated in writing to the Board of Directors or to the Secretary of the
corporation shall, subject to further action by the Board of Directors,
have the powers and perform the duties of the Chief Executive Officer.
2. Chairman of the Board. The Chairman of the Board of Directors
shall preside at all meetings of stockholders and directors.
3. Vice Chairmen of the Board. A Vice Chairman shall perform such
duties as are properly required by the Board of Directors or the Chief
Executive Officer.
4. President. The President shall perform such duties as
are properly required by the Board of Directors or the Chief Executive
Officer.
5. Vice Presidents. Each of the Executive Vice presidents, Senior
Vice Presidents and other Vice Presidents shall perform such duties as are
properly required by the Board of Directors or the Chief Executive Officer.
6. General Counsel. The General Counsel shall advise the
corporation on legal matters affecting the corporation and its activities,
shall supervise and direct the handling of all such legal matters and shall
perform all such other duties as are incident to the office of General
Counsel.
7. Secretary. The Secretary shall keep the minutes of the meetings
of the stockholders and of the Board of Directors, and, when required, the
minutes of the meetings of the committees, and shall be responsible for the
custody of all such minutes. The Secretary shall be responsible for the
custody of the stock ledger and documents of the corporation. The
Secretary shall have custody of the corporate seal and may affix and attest
such seal to any instrument whose execution shall have been duly authorized
and shall perform all other duties incident to the office of Secretary.
8. Treasurer. The Treasurer shall have the custody of all moneys
and securities of the corporation and shall keep or cause to be kept
accurate accounts of all money received or payments made in books kept for
that purpose. The Treasurer shall deposit or cause to be deposited funds
of the corporation in accordance with Article V, Section 2 of these By-Laws
and shall disburse the funds of the corporation by checks or vouchers as
authorized by the Board of Directors. The Treasurer shall also perform all
other duties incident to the office of Treasurer.
9. Controller. The Controller shall be the chief accounting officer
of the corporation. The Controller shall keep or cause to be kept all
books of accounts and accounting records of the corporation and shall keep
and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the corporation.
The Controller shall prepare or cause to be prepared appropriate financial
statements for the corporation and shall perform such other duties as may
be incident to the office of Controller.
10. Other Officers and Assistant Officers. All other officers and
assistant officers shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors or the
Chief Executive Officer.
11. Term of Office; Vacancies. Each officer shall hold office until
the annual meeting of the Board of Directors following the end of the term
of the Board by which such officer is elected, except in the case of
earlier death, resignation or removal. Vacancies in any office arising from
any cause may be filled by the directors at any regular or special meeting.
12. Removal. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the Board
of Directors.
ARTICLE V - Dividends and Finance
1. Dividends. Dividends may be declared to the full extent
permitted by law at such times as the Board of Directors shall direct.
2. Deposits; Withdrawals; Notes and Other Instruments. The moneys
of the corporation shall be deposited in the name of the corporation in
such banks or trust companies as shall be designated by the Board of
Directors, and shall be drawn out only by check signed by persons
designated, from time to time, by the Board of Directors or by an officer
of this corporation to whom the Board of Directors has delegated such
authority. All notes and other instruments for the payment of money shall
be signed or endorsed by officers or other persons authorized from time to
time by the Board of Directors or by an officer of this corporation to whom
the Board of Directors has delegated such authority.
3. Fiscal Year. The fiscal year of the corporation shall date from
the first day of January in each year.
ARTICLE VI - Books and Records; Record Date
1. Books and Records. The books, accounts and records of the
corporation, except as may be otherwise required by the laws of the State
of Delaware, may be kept within or outside of the said State at such places
as the Board of Directors may from time to time appoint.
2. Record Date.
(a) The Board of Directors is authorized to fix in advance a date,
not exceeding sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or other
distribution or allotment of any rights, or the date when any change,
conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend or other distribution or allotment of
rights, or to exercise any rights in respect of any such change, conversion
or exchange of capital stock. Such stockholders and only such stockholders
as shall be stockholders of record on the record date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or other
distribution or allotment of rights, or to exercise such rights, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid. Any such record
date fixed in connection with a meeting of stockholders shall not be less
than ten (10) days before the date of such meeting.
(b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors is authorized to fix in advance a record date, which
record date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors.
Any stockholder of record seeking to have the stockholders authorize or
take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. If no
record date has been fixed by the Board of Directors within ten (10) days
of the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or the Secretary. If
no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which
the Board of Directors adopts the resolution taking such prior action.
Such stockholders and only such stockholders as shall be stockholders of
record on the record date so fixed shall be entitled to give such consent,
notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.
ARTICLE VII - Notices
1. Notices. Whenever any provision of law or these By-Laws requires
notice to be given to any director, officer or stockholder, such notice may
be given in writing by mailing the same to such director, officer or
stockholder at his or her address as the same appears in the books of the
corporation, unless such stockholder shall have filed with the Secretary a
written request that notices intended for him or her be mailed to some
other address, in which case it shall be mailed to the address designated
in such request. The time when the same shall be mailed shall be deemed to
be the time of the giving of such notice. This section shall not be deemed
to preclude the giving of notice by other means if permitted by the
applicable provision of law or these By-Laws.
2. Waivers of Notice. A waiver of any notice in writing, signed by
a stockholder, director or officer, whether before or after the time stated
in said waiver for holding a meeting, shall be deemed equivalent to a
notice required to be given to any stockholder, director or officer.
ARTICLE VIII - Contracts
1. Interested Directors or Officers. No contract or transaction
between the corporation and one or more of its directors or officers, or
between the corporation and any other corporation, partnership, association
or other organization in which one or more of the directors or officers of
the corporation are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
director or officer of the corporation is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his, her or their votes are
counted for such purpose, if:
(i) The material facts as to the relationship or
interest of such person and as to the contract or
transaction are disclosed or are known to the Board of
Directors or the committee thereof, and the Board of
Directors or committee in good faith authorizes the contract
or transaction by a vote sufficient for such purpose without
counting the vote of the interested director or directors of
the corporation; provided, however, that common or
interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors
or committee; or
(ii) The material facts as to the relationship or
interest of such person and as to the contract or
transaction are disclosed or are known to the stockholders
of the corporation entitled to vote thereon, and the
contract or transaction is specifically approved in good
faith by vote of the stockholders of the corporation; or
(iii) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or
ratified by the Board of Directors, a committee thereof or
the stockholders of the corporation.
ARTICLE IX - Seal
1. Seal. The corporate seal of the corporation shall consist of two
concentric circles, between which is the name of the corporation, and in
the center shall be inscribed the year of its incorporation and the words,
"Corporate Seal, Delaware."
ARTICLE X - Indemnification
1. Indemnification in Third Party Actions. The corporation shall
indemnify each 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,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, against all expense, liability and loss (including
attorneys fees, judgments, fines, ERISA excise taxes or penalties, and
amounts paid or to be paid in settlement) actually and reasonably incurred
by such person in connection with such action, suit or proceeding if he or
she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful, except that no indemnification
shall be made in respect of any proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
the person reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
2. Indemnification in an Action by or in the Right of the
Corporation. The corporation shall indemnify each person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect
of (a) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such Court of Chancery or such other court shall deem
proper, or (b) any proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized by the Board of
Directors of the corporation.
3. Indemnification as of Right. To the extent that a director,
officer, employee or agent of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred
to in Sections l and 2 of this Article X, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by such person
in connection therewith.
4. Determination of Indemnification. Any indemnification under
Sections 1 and 2 of this Article X (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in such Sections l and 2. Such
determination shall be made (a) by the Board of Directors (the Board) by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (b) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (c) by the stockholders.
5. Advance for Expenses. Expenses (including attorneys' fees)
incurred in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the corporation as authorized in this
Article X.
6. General Provisions.
(a) All expenses (including attorneys' fees) incurred in defending
any civil, criminal, administrative or investigative action, suit or
proceeding which are advanced by the corporation under Section 5 of this
Article X shall be repaid (i) in case the person receiving such advance is
ultimately found, under the procedure set forth in this Article X, not to
be entitled to indemnification, or (ii) where indemnification is granted,
to the extent that the expenses so advanced by the corporation exceed the
indemnification to which such person is entitled.
(b) The corporation may indemnify each person, though he or she is
not or was not a director, officer, employee or agent of the corporation,
who served at the request of the corporation on a committee created by the
Board to consider and report to it in respect of any matter. Any such
indemnification may be made under the preceding provisions of this Article
X and shall be subject to the limitations thereof except that (as
indicated) any such committee member need not be nor have been a director,
officer, employee or agent of the corporation.
(c) The provisions of this Article X shall be applicable to appeals.
References to "serving at the request of the corporation" shall include
without limitation any service as a director, officer, employee or agent of
the corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries. A person who acted in good faith
and in a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation."
(d) If any section, subsection, paragraph, sentence, clause, phrase
or word in this Article X shall be adjudicated invalid or unenforceable,
such adjudication shall not be deemed to invalidate or otherwise affect any
other section, subsection, paragraph, sentence, clause, phrase or word of
this Article.
(e) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article X shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-Law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in their
official capacities and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
ARTICLE XI - Amendments
1. Amendments. Alterations or amendments of these By-Laws may be
made by the stockholders at any annual or special meeting if the notice of
such meeting contains a statement of the proposed alteration or amendment,
or by the Board of Directors at any annual, regular or special meeting,
provided notice of such alteration or amendment has been given to each
director in writing at least five (5) days prior to said meeting or has
been waived by all the directors.
061794
bylaws\rmet
EXHIBIT 10.30
REYNOLDS METALS COMPANY
NEW MANAGEMENT INCENTIVE DEFERRAL PLAN
Effective September 1, 1994
<PAGE>
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company in attracting
and retaining key employees by providing an opportunity for deferred
taxation and capital accumulation.
ARTICLE II
DEFINITIONS
2.01 "Additional Income" shall have the meaning specified in
Section 4.01.
2.02 "Beneficiary" shall mean the individual or entity designated
by the Participant to receive any amounts remaining in the Plan upon the
Participant's death. If no such designation is made, or if the designated
individual predeceases the Participant or the entity no longer exists, then
the Beneficiary shall be the Participant's estate.
2.03 "Company" shall mean Reynolds Metals Company, a Delaware
corporation.
2.04 "Current Compensation" shall mean that portion of Incentive
Compensation which the Participant accepts immediately in return for
services performed for the Company.
2.05 "Deferred Compensation" shall mean that portion of Incentive
Compensation which the Participant elects to defer in the manner provided
for herein, until the time or times selected for payment in accordance with
Section 4.02.
2.06 "Deferral Termination Date" shall mean one of the following
dates, as elected by the Participant: (a) the date on which the Participant
is retired and entitled to an immediate benefit under the New Retirement
Program or (b) the last day of such specified calendar year as the
Participant shall elect; provided, however, that the year specified in any
election under (b) must be at least five (5) years from the year during
which the Incentive Compensation subject to the deferral is earned; and
further provided, that regardless of any election made under (b), a
Participant's actual Deferral Termination Date shall in no event be later
than the date on which the Participant is actually retired and entitled to
an immediate benefit under the New Retirement Program.
2.07 "Effective Date" shall mean September 1, 1994.
2.08 "Eligible Employee" shall mean such officers and other key
employees of the Company and its subsidiaries who are recommended by the
Chief Executive Officer of the Company each year as eligible to defer
Incentive Compensation hereunder.
2.09 "Incentive Compensation" shall mean the cash incentive
payable to Eligible Employees under the Company's Performance Incentive
Plan.
2.10 "New Retirement Program" shall mean the Company's New
Retirement Program for Salaried Employees, as amended from time to time.
2.11 "Participant" shall mean an Eligible Employee who submits a
written request pursuant to the terms of this Plan for deferral of
Incentive Compensation.
2.12 "Performance Incentive Plan" shall mean the Reynolds Metals
Company Performance Incentive Plan, as amended from time to time.
2.13 "Plan" shall mean this Reynolds Metals Company New
Management Incentive Deferral Plan.
2.14 "Plan Committee" shall mean the committee appointed by the
Board of Directors of the Company to administer the Plan.
ARTICLE III
ELECTIONS TO DEFER INCENTIVE COMPENSATION
3.01 Each calendar year during the term of the Plan, each
Eligible Employee, whether or not then a Participant, shall have the right
to elect to defer the receipt of up to 85% of the Incentive Compensation to
be earned by such Eligible Employee in respect of such calendar year. At
the election of the Eligible Employee, the amount deferred may be expressed
(a) as a percentage of Incentive Compensation, in multiples of 5%, (b) as a
dollar amount, in multiples of $100, or (c) as either a percentage of the
amount or a dollar amount, in each case, in excess of a floor amount
specified by the Eligible Employee. In no case, however, may the total
amount deferred be less than $2,000 nor more than 85% of the Eligible
Employee's Incentive Compensation for the year. At the same time a
deferral election is made under this Section 3.01, the Eligible Employee
shall also elect the Deferral Termination Date applicable to such Deferred
Compensation, as provided in Section 2.06, and the method of payment of
such Deferred Compensation, as provided in Section 4.02.
3.02 With respect to Incentive Compensation earned for any year,
the elections referred to in Section 3.01 must be made during September of
such year unless another time period is specified by the Plan Committee.
3.03 The elections referred to in Section 3.01 shall be
irrevocable as to the Incentive Compensation to which such elections apply,
except as otherwise provided herein.
ARTICLE IV
PAYMENT OF DEFERRED COMPENSATION
4.01 All Deferred Compensation shall be increased by an amount of
additional income (hereinafter referred to as "Additional Income") computed
at a specified rate and compounded annually on December 31st from the date
the Incentive Compensation would have been paid if it were Current
Compensation through the December 31st immediately preceding the date of
each payment. Each calendar year, before elections are made with regard to
Incentive Compensation to be earned in respect of such calendar year, the
Plan Committee shall determine the rate applicable to Incentive
Compensation deferred for that year. This rate shall apply to amounts
deferred for that year until all such amounts are paid out. Deferred
Compensation and any applicable Additional Income shall be paid in cash
following the applicable Deferral Termination Date in accordance with the
provisions of Section 4.02.
4.02 A Participant's Deferred Compensation and Additional Income
shall be paid to such Participant in a single lump sum payment or in annual
installments over a period of five (5) or ten (10) years, as elected by the
Participant, following the applicable Deferral Termination Date. Such
election as to payment period shall be made by the Participant at the same
time as the election of the Deferral Termination Date in accordance with
Article III of this Plan. Lump sum payments shall be paid as soon as
administratively feasible in the January following the year in which the
Deferral Termination Date occurs. Annual installments, which shall be in
equal amounts and shall consist of Deferred Compensation and the Additional
Income applicable thereto, shall be paid as soon as administratively
feasible each January of each calendar year following the year in which the
Deferral Termination Date occurs.
4.03 If a Participant's employment with the Company and its
subsidiaries terminates at a time when the Participant is not entitled to
an immediate benefit under the New Retirement Program, or if the
Participant becomes disabled for purposes of the New Retirement Program, or
if the Participant dies, any remaining unpaid portion of such Participant's
Deferred Compensation and Additional Income shall be accelerated and paid
to the Participant (or to the Participant's Beneficiary, as the case may
be) in a single lump sum as soon as administratively feasible in the
January following the year in which the Participant's termination,
disability or death occurs.
4.04 (a) Upon receipt of a written request from a Participant
(or if the Participant is not competent to manage his affairs, from a
Participant's legal representative), the Plan Committee may direct that all
or any part of the undelivered portion of Deferred Compensation (together
with the Additional Income applicable thereto) be accelerated and paid in a
lump sum if it finds, in its sole discretion, that the Participant has
incurred a substantial unforeseen hardship. For purposes of this
subsection (a), a substantial unforeseen hardship is a severe financial
hardship resulting from extraordinary and unforeseeable circumstances
arising as a result of one or more recent events beyond the control of the
Participant. In no event, however, may accelerated payments be made to the
extent such hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the
Participant's assets, to the extent the liquidation of such assets would
not itself cause severe hardship, or (iii) by cessation of deferrals under
the Plan. Acceleration of payments because of a substantial unforeseen
hardship may only be permitted to the extent reasonably necessary to
satisfy the hardship.
(b) The Plan Committee may direct that all unpaid Deferred
Compensation (together with the Additional Income applicable thereto) be
accelerated and paid in a lump sum if it finds, in its sole discretion,
that a major challenge to the control of the Company exists or if, in
conjunction with the termination of the Plan, the Plan Committee finds, in
its sole discretion, that other extraordinary circumstances make such
acceleration of payments in the best interest of the Company.
(c) Subsections (a) and (b) above shall apply both to Incentive
Compensation deferred in previous years and to Incentive Compensation being
deferred during the year in which the acceleration of payments is approved,
except that no Deferred Compensation shall be paid out prior to the date
such Deferred Compensation would be payable if it were Current
Compensation.
ARTICLE V
ADMINISTRATION
The Plan Committee shall have full responsibility and authority
to interpret and administer the Plan, including the power to promulgate
rules of Plan administration, the power to settle any disputes as to rights
or benefits arising from the Plan, the power to appoint agents and delegate
its duties, and the power to make such decisions or take such actions as
the Plan Committee, in its sole discretion, deems necessary or advisable to
aid in the proper administration of the Plan. Actions and determinations
by the Plan Committee shall be final, binding and conclusive for all
purposes of this Plan.
ARTICLE VI
AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
The Board of Directors of the Company may from time to time
amend, suspend or terminate the Plan, in whole or in part, except that no
such amendment, suspension or termination shall materially adversely affect
the rights of any Participant in respect of Deferred Compensation
previously earned by such Participant and not yet paid.
ARTICLE VII
FUNDING
No promises under this Plan shall be secured by any specific
assets of the Company, nor shall any assets of the Company be designated as
attributable or allocated to the satisfaction of such promises. Benefit
payments shall be made from the Company's general assets.
ARTICLE VIII
GENERAL PROVISIONS
8.01 All elections by a Participant hereunder shall be made in
writing by the completion and delivery to the Company of forms prescribed
for such purpose within the time limits established with respect to such
election.
8.02 Neither the establishment of the Plan nor the payment of any
benefits hereunder nor any action of the Company, including its Board of
Directors, in connection therewith shall be held or construed to confer
upon any individual any legal right to remain an officer or an employee of
the Company.
8.03 No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
or charge, except by will or the laws of descent and distribution, and any
attempt thereat shall be void. No such benefit shall, prior to receipt
thereof, be in any manner liable for or subject to the recipient's debts,
contracts, liabilities, engagements, or torts.
8.04 This Plan shall inure to the benefit of, and be binding
upon, the Company and each Participant, and upon the successors and assigns
of the Company and of each Participant.
8.05 The Company shall deduct from the amount of any payments
hereunder all taxes required to be withheld by applicable laws.
8.06 This Plan shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Virginia.
Executed and adopted this 31st day of May, 1994, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on May 20, 1994.
REYNOLDS METALS COMPANY
By Donald T. Cowles
Title: Executive Vice President,
Human Resources and External Affairs
EXHIBIT 10.31
REYNOLDS METALS COMPANY
SALARY DEFERRAL PLAN FOR EXECUTIVES
Effective June 1, 1994
<PAGE>
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company in attracting
and retaining key employees by providing an opportunity for deferred
taxation and capital accumulation.
ARTICLE II
DEFINITIONS
2.01 "Adjusted Deferred Salary" shall have the meaning specified
in Section 3.02.
2.02 "Beneficiary" shall mean the individual or entity designated
by the Participant to receive any amounts remaining in the Plan upon the
Participant's death. If no such designation is made, or if the designated
individual predeceases the Participant or the entity no longer exists, then
the Beneficiary shall be the Participant's estate.
2.03 "Company" shall mean Reynolds Metals Company, a Delaware
corporation.
2.04 "Deferred Salary" shall mean that portion of a Participant's
Salary which the Participant elects to defer in the manner provided for
herein, until the time or times selected for payment in accordance with
Section 4.01 at the time the Participant first elects to participate in the
Plan.
2.05 "Deferral Termination Date" shall mean the December 31st of
(a) the year in which the Participant's employment with the Company and any
subsidiary terminates, or (b) any of the three years following the year of
termination, as elected by the Participant in accordance with Section 4.01
at the time the Participant first elects to participate in the Plan.
2.06 "Effective Date" shall mean June 1, 1994.
2.07 "Eligible Employee" shall mean for any year any officer or
employee of the Company or a subsidiary (a) who is eligible to participate
in the Savings and Investment Plan on December 1 of the preceding year and
(b) whose annual rate of Salary in effect on December 1 of the preceding
year exceeds the limitation imposed as of such December 1 on the amount of
annual compensation that can be taken into account in computing
contributions or benefits under a qualified plan pursuant to Section
401(a)(17) of the Internal Revenue Code.
2.08 "Internal Revenue Code" shall mean the Internal Revenue Code
of 1986, as amended. Any reference to a specific section of the Internal
Revenue Code shall include that section and any comparable section or
sections of future legislation amending, modifying, supplementing, or
superseding the referenced section.
2.09 "Participant" shall mean an Eligible Employee who submits a
written request pursuant to the terms of this Plan for deferral of Salary.
2.10 "Phantom Investment Alternative" shall mean any of the
investment funds available from time to time under the Savings and
Investment Plan.
2.11 "Plan" shall mean this Reynolds Metals Company Salary
Deferral Plan for Executives.
2.12 "Plan Committee" shall mean the committee appointed by the
Board of Directors of the Company to administer the Plan.
2.13 "Salary" shall mean the base salary payable to an Eligible
Employee by the Company or a subsidiary.
2.14 "Savings and Investment Plan" shall mean the Reynolds Metals
Company Savings and Investment Plan for Salaried Employees, as in effect
from time to time.
ARTICLE III
ELECTIONS TO DEFER SALARY
3.01 Each year during the term of the Plan, each Eligible
Employee, whether or not then a Participant, shall have the right to elect
to defer the receipt of Salary in accordance with and subject to the
following terms and conditions:
(a) Elections with respect to a year shall apply only to
Salary otherwise payable during such year to the Eligible
Employee in excess of the annual compensation limitation imposed
for that year under Section 401(a)(17) of the Internal Revenue
Code. Eligible Employees may elect to defer receipt of not less
than 5% nor more than 90% of Salary in excess of this limit, in
multiples of 5%.
(b) For Salary earned in 1995 and future years, an election
to defer Salary must be made between December 1 and December 31
of the year immediately preceding the year in which the Salary is
earned.
(c) For Salary earned in 1994, an election to defer must be
made between June 1 and June 30, 1994, and such election will
apply only to Salary earned between July 1 and December 31, 1994.
Solely for purposes of this initial election period in June of
1994, the definition of "Eligible Employee" in Section 2.07 shall
be applied as if the date "June 1, 1994" were substituted for
"December 1 of the preceding year" and "December 1".
(d) Elections shall be irrevocable as to the Salary to which
such elections apply, except as otherwise provided herein.
3.02 At the same time a deferral election is made under Section
3.01 with regard to Salary to be earned in a specified year, the
Participant shall also elect the Phantom Investment Alternative(s) that the
Participant wishes to have apply to any Salary deferred in accordance with
such deferral election. At any point in time, a Participant's Adjusted
Deferred Salary under this Plan shall equal the value the Participant would
have had under the Savings and Investment Plan if all amounts deferred
under this Plan had actually been contributed to the Savings and Investment
Plan and invested in the designated investment fund(s) under the Savings
and Investment Plan from the time the Deferred Salary would have been paid
to the Participant but for the deferral. All elections made under this
Section 3.02 shall be in accordance with and subject to the following terms
and conditions:
(a) A Participant may elect any Phantom Investment
Alternative available for current contributions under the terms
of the Savings and Investment Plan at the time the deferral
election is being made. To the extent necessary to administer
this Plan, any election of Phantom Investment Alternative(s)
under this Section 3.02 will be required to comply with
administrative rules in effect from time to time under the
Savings and Investment Plan; this means, for example, that
Participants may be required to elect Phantom Investment
Alternatives in multiples of 5% or 10%.
(b) If an investment fund under the Savings and Investment
Plan is eliminated after a Participant in this Plan has made an
election under this Section 3.02, any Deferred Salary the value
of which is dependent on such eliminated investment fund shall,
as of the date the investment fund is eliminated, be treated for
purposes of this Section 3.02 as if the Adjusted Deferred Salary
became invested in whatever investment fund would automatically
be chosen under the terms of the Savings and Investment Plan if a
participant in that plan did not elect a new investment fund.
(c) Except as otherwise specifically provided herein, any
election of Phantom Investment Alternative(s) shall be
irrevocable as to the Deferred Salary to which such election
applies, and such election shall continue to apply to the
Deferred Salary until it is paid out in accordance with Article
IV.
ARTICLE IV
PAYMENT OF DEFERRED COMPENSATION
4.01 The first time an Eligible Employee elects to defer Salary
in accordance with Section 3.01, the Eligible Employee shall also elect at
the same time a Deferral Termination Date and a payment schedule in
accordance with the provisions of this Section 4.01:
(a) The Deferral Termination Date must be the December 31st
of either (i) the year in which the Participant's employment with
the Company and any subsidiary terminates, or (ii) any of the
three years following the year of termination, as elected by the
Participant.
(b) Payments shall be made to the Participant (i) in a
single lump sum payment or (ii) in annual installments over a
period of five (5) years, as elected by the Participant,
following the applicable Deferral Termination Date.
(c) A Participant's election of a Deferral Termination Date
and of a schedule of payments pursuant to this Section 4.01 shall
be irrevocable and shall apply to all Salary deferred under this
Plan by such Participant, both in the first year and in
succeeding years, except as specifically provided herein.
4.02 A Participant's Adjusted Deferred Salary shall be paid in
cash following the applicable Deferral Termination Date in accordance with
the provisions of this Section 4.02.
(a) Lump sum payments shall be paid as soon as
administratively feasible in the January following the year in
which the Deferral Termination Date occurs. The amount of any
lump sum payment shall equal the value of the Participant's
Adjusted Deferred Salary on the December 31st immediately
preceding the date of payment.
(b) Annual installments shall be paid as soon as
administratively feasible in the January of each of the five
calendar years following the year in which the Deferral
Termination Date occurs. The amount of the first installment
shall equal one-fifth of the value of the Participant's Adjusted
Deferred Salary on the December 31st immediately preceding the
date of payment. The amount of the second installment shall
equal one-fourth of the value of the Participant's Adjusted
Deferred Salary on the December 31st immediately preceding the
date of payment of the second installment. In similar manner,
the amounts of the third and fourth installments shall be one-
third and one-half, respectively, of the value of the
Participant's Adjusted Deferred Salary on the December 31st
immediately preceding the date of the respective payment. The
fifth installment shall equal the entire value of the Adjusted
Deferred Salary remaining on the December 31st immediately
preceding the date of payment.
4.03 If a Participant dies, any remaining unpaid portion of such
Participant's Adjusted Deferred Salary shall be accelerated and paid to the
Participant's Beneficiary in cash in a single lump sum as soon as
administratively feasible in the January following the year in which the
Participant's death occurs. The amount of the payment shall equal the
value of the Participant's Adjusted Deferred Salary remaining on the
December 31st immediately preceding the date of payment.
4.04 (a) Upon receipt of a written request from a Participant (or
if the Participant is not competent to manage his affairs, from a
Participant's legal representative), the Plan Committee may direct that all
or any part of the Participant's Adjusted Deferred Salary be accelerated
and paid in a lump sum if it finds, in its sole discretion, that the
Participant has incurred a substantial unforeseen hardship. For purposes
of this Section 4.04(a), a substantial unforeseen hardship is a severe
financial hardship resulting from extraordinary and unforeseeable
circumstances arising as a result of one or more recent events beyond the
control of the Participant. In no event, however, may accelerated payments
be made to the extent such hardship is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by
liquidation of the Participant's assets, to the extent the liquidation of
such assets would not itself cause severe hardship, or (iii) by cessation
of deferrals under the Plan. Acceleration of payments because of a
substantial unforeseen hardship may only be permitted to the extent
reasonably necessary to satisfy the hardship.
(b) The Plan Committee may direct that all unpaid Adjusted
Deferred Salary be accelerated and paid to all Participants in a lump sum
if it finds, in its sole discretion, that a major challenge to the control
of the Company exists or if, in conjunction with the termination of the
Plan, the Plan Committee finds, in its sole discretion, that other
extraordinary circumstances make such acceleration of payments in the best
interest of the Company.
(c) Subsections (a) and (b) above shall apply both to Salary
deferred in previous years and to Salary being deferred during the year in
which the acceleration of payments is approved, except that no Deferred
Salary shall be paid out prior to the date such Deferred Salary would be
payable if it were current Salary.
(d) Anything herein to the contrary notwithstanding, the Plan
Committee shall not accelerate any payment of Deferred Salary with respect
to which the Participant has elected an investment measured by the
performance of the Company's Common Stock unless the Plan Committee
determines that such accelerated payments comply with Rule 16a-1(c)(3)
under Section 16 of the Securities Exchange Act of 1934.
ARTICLE V
ADMINISTRATION
The Plan Committee shall have full responsibility and authority
to interpret and administer the Plan, including the power to promulgate
rules of Plan administration, the power to settle any disputes as to rights
or benefits arising from the Plan, the power to appoint agents and delegate
its duties, and the power to make such decisions or take such actions as
the Plan Committee, in its sole discretion, deems necessary or advisable to
aid in the proper administration of the Plan. Actions and determinations
by the Plan Committee shall be final, binding and conclusive for all
purposes of the Plan.
ARTICLE VI
AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
The Board of Directors of the Company may from time to time
amend, suspend or terminate the Plan, in whole or in part, except that no
such amendment, suspension or termination shall materially adversely affect
the rights of any Participant in respect of Deferred Salary previously
earned by such Participant and not yet paid.
ARTICLE VII
FUNDING
No promises under this Plan shall be secured by any specific
assets of the Company, nor shall any assets of the Company be designated as
attributable or allocated to the satisfaction of such promises. Benefit
payments shall be made from the Company's general assets.
ARTICLE VIII
GENERAL PROVISIONS
8.01 All elections by a Participant hereunder shall be made in
writing by the completion and delivery to the Company of forms prescribed
for such purpose within the time limits established with respect to such
election.
8.02 Neither the establishment of the Plan nor the payment of any
benefits hereunder nor any action of the Company, including its Board of
Directors, in connection therewith shall be held or construed to confer
upon any individual any legal right to remain an officer or an employee of
the Company.
8.03 No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
or charge, except by will or the laws of descent and distribution, and any
attempt thereat shall be void. No such benefit shall, prior to receipt
thereof, be in any manner liable for or subject to the recipient's debts,
contracts, liabilities, engagements, or torts.
8.04 This Plan shall inure to the benefit of, and be binding
upon, the Company and each Participant, and upon the successors and assigns
of the Company and of each Participant.
8.05 The Company shall deduct from the amount of any payments
hereunder all taxes required to be withheld by applicable laws.
8.06 This Plan shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Virginia.
Executed and adopted this 31st day of May, 1994, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on May 20, 1994.
REYNOLDS METALS COMPANY
By: Donald T. Cowles
Title: Executive Vice President,
Human Resources and External Affairs
EXHIBIT 10.32
REYNOLDS METALS COMPANY
SUPPLEMENTAL LONG TERM DISABILITY PLAN FOR EXECUTIVES
Effective January 1, 1994
<PAGE>
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company in attracting
and retaining qualified individuals to serve as executives and to provide
eligible executives with supplemental long term disability coverage.
ARTICLE II
DEFINITIONS
2.01 "Company" shall mean Reynolds Metals Company, a Delaware
corporation.
2.02 "Effective Date" shall mean January 1, 1994.
2.03 "Eligible Executive" shall mean an individual (a) who is
employed by the Company or one of its subsidiaries as a salaried employee
on or after the Effective Date and (b) whose monthly earnings (as that term
is defined in the Long Term Disability Plan) when multiplied by twelve
would equal or exceed $200,000.
2.04 "Long Term Disability Plan" shall mean the group long term
disability plan for salaried employees maintained by the Company to provide
long term disability coverage based on monthly earnings (as that term is
defined in the Long Term Disability Plan), as such plan may be amended,
modified or replaced from time to time.
2.05 "Participant" shall mean each Eligible Executive who is
covered by the Long Term Disability Plan.
2.06 "Plan" shall mean this Reynolds Metals Company Supplemental
Long Term Disability Plan for Executives.
2.07 "Plan Committee" shall mean the committee appointed by the
Chief Executive Officer of the Company to administer the Plan.
ARTICLE III
PLAN BENEFITS
3.01 If a Participant is receiving benefits from the Long Term
Disability Plan, the Company shall pay the Participant a supplemental long
term disability benefit each month equal to the excess, if any, of (a) an
amount equal to what the Participant's benefit would be under the terms of
the Long Term Disability Plan if the maximum benefit under that plan were
$25,000 a month over (b) the benefit actually paid to the Participant under
the Long Term Disability Plan for the month.
3.02 Except as set forth in Section 3.01 above, no benefit shall
be paid under the Plan upon the disability of a Participant. No benefit
shall be payable under the Plan in any event for any month during which the
Participant is not eligible for and in receipt of payments under the Long
Term Disability Plan.
3.03 In no event shall any benefit be payable under the Plan
after a Participant retires.
ARTICLE IV
EMPLOYMENT BY COMPETITOR
In the event a Participant engages in the operation or management
of a business (whether as owner, partner, director, officer, employee, or
otherwise) which at such time either is in substantial competition with the
Company or with one of its subsidiaries, or which renders advice to a
business which is in substantial competition with the Company or a
subsidiary, coverage under the Plan shall cease. The determination of
whether or not a Participant has engaged in any proscribed activity so as
to cause the cessation of coverage under the Plan shall be made by the Plan
Committee, whose determination shall be final, binding and conclusive.
ARTICLE V
ADMINISTRATION
The Plan Committee shall have full responsibility and authority
to interpret and administer the Plan, including the power to promulgate
rules of Plan administration, the power to settle any disputes as to rights
or benefits arising from the Plan, the power to appoint agents and delegate
its duties, and the power to make such decisions or take such actions as
the Plan Committee, in its sole discretion, deems necessary or advisable to
aid in the proper administration of the Plan. Actions and determinations
by the Plan Committee shall be final, binding and conclusive for all
purposes of the Plan.
ARTICLE VI
AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
6.01 The Board of Directors of the Company may from time to time
amend, suspend or terminate the Plan, in whole or in part.
6.02 The Plan shall automatically terminate if the Long Term
Disability Plan is modified so that the benefit payable thereunder can
equal or exceed $25,000 a month.
6.03 No amendment, suspension or termination of the Plan shall
materially adversely affect the payment of a benefit already due under the
Plan as the result of the disability of a Participant prior to such
amendment, suspension or termination.
ARTICLE VII
FUNDING
No promises under the Plan shall be secured by any specific
assets of the Company, nor shall any assets of the Company be designated as
attributable or allocated to the satisfaction of such promises. Benefit
payments shall be made from the Company's general assets.
ARTICLE VIII
GENERAL PROVISIONS
8.01 Neither the establishment of the Plan nor the payment of
any benefits hereunder nor any action of the Company, including its Board
of Directors, in connection therewith shall be held or construed to confer
upon any individual any legal right to remain an officer or an employee of
the Company or any of its subsidiaries.
8.02 No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
or charge, except by will or the laws of descent and distribution, and any
attempt thereat shall be void. No such benefit shall, prior to receipt
thereof, be in any manner liable for or subject to the recipient's debts,
contracts, liabilities, engagements, or torts.
8.03 The Plan shall inure to the benefit of, and be binding
upon, the Company and each Participant, and upon the successors and assigns
of the Company and of each Participant.
8.04 The Company shall deduct from the amount of any payments
hereunder all taxes required to be withheld by applicable laws.
8.05 The Plan shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Virginia.
Executed and adopted this 31st day of May, 1994, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on November 19, 1993.
REYNOLDS METALS COMPANY
By Donald T. Cowles
Title: Executive Vice President,
Human Resources and External Affairs
<TABLE>
EXHIBIT 11
<CAPTION>
Computation of Earnings Per Share
REYNOLDS METALS COMPANY AND CONSOLIDATED SUBSIDIARIES
(In millions, except share data)
Quarter Ended June 30 Six Months Ended June 30
1994 1993 1994 1993
-------------------------------------------------------
<S> <C> <C> <C> <C>
Average shares outstanding 61,970,641 59,814,078 61,465,981 59,795,299
=======================================================
Net income (loss) $11.9 $(22.8) $(9.2) $(55.5)
Less preferred stock dividends 9.1 - 15.9 -
-------------------------------------------------------
Net income (loss) applicable
to common stock $2.8 $(22.8) $(25.1) $(55.5)
=======================================================
Net income (loss) per share $0.05 $(0.38) $(0.41) $(0.93)
=======================================================
</TABLE>
</PAGE>
