SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission File Number 1-1430
REYNOLDS METALS COMPANY
A Delaware Corporation
(IRS Employer Identification No. 54-0355135)
6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
Telephone: (804) 281-2000
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The consolidated financial statements, financial statement schedules
and exhibits listed below are filed as a part of this report.
(1) Consolidated Financial Statements: Page
Consolidated statement of income and retained earnings -
Years ended December 31, 1993, 1992 and 1991. 32
Consolidated balance sheet - December 31, 1993 and 1992. 33
Consolidated statement of cash flows - Years ended
December 31, 1993, 1992 and 1991. 34
Notes to consolidated financial statements. 35
Report of Ernst & Young, Independent Auditors. 51
(2) Financial Statement Schedules S-1
Schedule No.
V. Property, plant and equipment
1993
1992
1991
VI. Accumulated depreciation, depletion and amortization
of property, plant and equipment
1993
1992
1991
IX. Short-term borrowings
1993, 1992, 1991
X. Supplementary income statement information
1993, 1992, 1991
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
have been omitted because they are not required, are inapplicable
or the required information has otherwise been given.
Individual financial statements of Reynolds Metals Company have
been omitted because the restricted net assets (as defined in
Accounting Series Release 302) of all subsidiaries included in
the consolidated financial statements filed, in the aggregate, do
not exceed 25% of the consolidated net assets shown in the
consolidated balance sheet as of December 31, 1993.
Financial statements of all associated companies (20% to 50%
owned) have been omitted because no associated company is
individually significant. Summarized financial information of
all associated companies has been omitted because associated
companies in the aggregate are not significant.
(3) Exhibits
EXHIBIT 2 - None
* EXHIBIT 3.1 - Restated Certificate of Incorporation, 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)
* EXHIBIT 3.2 - By-Laws, 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 2)
EXHIBIT 4.1 - Restated Certificate of Incorporation. See
EXHIBIT 3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
* EXHIBIT 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))
* EXHIBIT 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)
* EXHIBIT 4.5 - $1,100,000,000 Credit Agreement (the "Credit
Agreement") dated as of November 24, 1987
among Reynolds Metals Company, Canadian
Reynolds Metals Company, Limited - Societe
Canadienne de Metaux Reynolds, Limitee, the
several banks parties thereto, Manufacturers
Hanover Bank (Delaware), The Bank of Nova
Scotia, Manufacturers Hanover Trust Company,
and Manufacturers Hanover Agent Bank
Services Corporation. (Registration
Statement No. 33-20498 on Form S-8, dated
March 7, 1988, EXHIBIT 4.4)
* EXHIBIT 4.6 - Amendment No. 1 dated as of July 1, 1988 to
the Credit Agreement. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1988, EXHIBIT 4(e))
* EXHIBIT 4.7 - Amendment No. 2 dated as of February 8, 1989
to the Credit Agreement. (File No. 1-1430,
1988 Form 10-K Report, EXHIBIT 4.6)
* EXHIBIT 4.8 - Amendment No. 3 dated as of August 4, 1989
to the Credit Agreement. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended June
30, 1989, EXHIBIT 4(g))
* EXHIBIT 4.9 - Amendment No. 4 dated as of November 1, 1990
to the Credit Agreement. (Registration
Statement No. 33-38020 on Form S-3, dated
November 30, 1990, EXHIBIT 4.12)
____________________________
* Incorporated by reference.
<PAGE>
* EXHIBIT 4.10 - 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)
* EXHIBIT 4.11 - 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)
* EXHIBIT 4.12 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated June
6, 1989, EXHIBIT 4)
* EXHIBIT 4.13 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form
S-3, dated August 31, 1989, EXHIBIT 4.3)
* EXHIBIT 4.14 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form
S-3, dated August 31, 1989, EXHIBIT 4.4)
* EXHIBIT 4.15 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.15)
* EXHIBIT 4.16 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.16)
* EXHIBIT 4.17 - Form of 9% Debenture due August 15, 2003.
(File No. 1-1430, Form 8-K Report dated
August 16, 1991, Exhibit 4(a))
* EXHIBIT 4.18 - 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)
* EXHIBIT 4.19 - 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)
* EXHIBIT 4.20 - 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))
* EXHIBIT 4.21 - 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))
EXHIBIT 9 - None
+* EXHIBIT 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)
____________________________
* Incorporated by reference.
<PAGE>
+* EXHIBIT 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)
+* EXHIBIT 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)
+* EXHIBIT 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)
____________________________
* Incorporated by reference.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 601 of Regulation S-K.
+* EXHIBIT 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)
+* EXHIBIT 10.6 - Form of Deferred Compensation Agreement
dated February 17, 1984 between Reynolds
Metals Company and David P. Reynolds. (File
No. 1-1430, 1983 Form 10-K Report, EXHIBIT
10.9)
+* EXHIBIT 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)
+* EXHIBIT 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)
+* EXHIBIT 10.9 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form 10-K
Report, EXHIBIT 10.8)
+* EXHIBIT 10.10 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.11)
+* EXHIBIT 10.11 - Management Incentive Deferral Plan. (File
No. 1-1430, 1987 Form 10-K Report, EXHIBIT
10.12)
+** EXHIBIT 10.12 - Deferred Compensation Plan for Outside
Directors as Amended and Restated Effective
December 1, 1993
+* EXHIBIT 10.13 - Retirement Plan for Outside Directors. (File
No. 1-1430, 1986 Form 10-K Report, EXHIBIT
10.10)
+* EXHIBIT 10.14 - Death Benefit Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.11)
+* EXHIBIT 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)
____________________________
* Incorporated by reference.
** Previously filed.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 601 of Regulation S-K.
<PAGE>
+* EXHIBIT 10.16 - Form of Executive Severance Agreement
between Reynolds Metals Company and key
executive personnel, including each of the
individuals listed in Item 4A hereof (other
than Messrs. Christino, Jones, Leahey and
Earehart). (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.18)
+* EXHIBIT 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)
+* EXHIBIT 10.18 - Amendment to Reynolds Metals Company 1987
Nonqualified 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))
+* EXHIBIT 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))
+* EXHIBIT 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)
+* EXHIBIT 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)
+* EXHIBIT 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)
+* EXHIBIT 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)
+* EXHIBIT 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)
+* EXHIBIT 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)
+* EXHIBIT 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))
____________________________
* Incorporated by reference.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 601 of Regulation S-K.
<PAGE>
+* EXHIBIT 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))
+** EXHIBIT 10.28 - Renewal dated February 18, 1994 of
Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and William
O. Bourke
EXHIBIT 11 - Omitted; see Item 8 for computation of
earnings per share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
** EXHIBIT 21 - List of Subsidiaries of Reynolds Metals
Company
EXHIBIT 22 - None
** EXHIBIT 23 - Consent of Independent Auditors
** EXHIBIT 24 - Powers of Attorney
EXHIBIT 27 - Not applicable
EXHIBIT 28 - Not applicable
EXHIBIT 99.1 - Reynolds Metals Company Savings and
Investment Plan for Salaried Employees
Annual Report on Form 11-K for the Fiscal
Year ended December 31, 1993
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for
Hourly Employees Annual Report on Form 11-K
for the Fiscal Year ended December 31, 1993
Pursuant to Item 601 of Regulation S-K, certain instruments
with respect to long-term debt of the Company are omitted
because such debt does not exceed 10 percent of the total
assets of the Company and its subsidiaries on a consolidated
basis. The Company agrees to furnish a copy of any such
instrument to the Commission upon request.
(b) Reports on Form 8-K
During the fourth quarter of 1993, the Registrant filed with
the Commission Current Reports on Form 8-K dated (i) November
23, 1993 reporting that it had filed with the Commission a
Registration Statement on Form S-3 relating to the offer and
resale from time to time by The
____________________________
* Incorporated by reference.
** Previously filed.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 601 of Regulation S-K.
<PAGE>
Chase Manhattan Bank (National Association), as trustee of the
Reynolds Metals Company Pension Plans Master Trust (the "Master
Trust"), of up to 3,000,000 shares of Common Stock, without par
value, of the Registrant proposed to be issued and contributed
from time to time by the Registrant to one or more of the
pension plans the assets of which are held by the Master Trust;
(ii) December 10, 1993 reporting that the Registrant was
considering actions to restructure certain of its operations,
principally in the fabricating area; and (iii) December 30,
1993 reporting that the Registrant had filed with the
Commission pre-effective Amendment No. 1 to Registration
Statement No. 33-51631 on Form S-3 relating to the public
offering of shares of convertible preferred stock of the
Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 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
Date: June 24, 1994
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-K/A
AMENDMENT NO. 1 TO
FORM 10-K
For the fiscal year ended December 31, 1993
Commission File No. 1-1430
REYNOLDS METALS COMPANY
Attached herewith are Exhibits 99.1 and 99.2
INDEX
Sequential
Page No.
EXHIBIT 2 - None
*EXHIBIT 3.1 - Restated Certificate of Incorporation, 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)
*EXHIBIT 3.2 - By-Laws, 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 2)
EXHIBIT 4.1 - Restated Certificate of Incorporation.
See EXHIBIT 3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
*EXHIBIT 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))
____________________________
* Incorporated by reference.
<PAGE>
*EXHIBIT 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)
*EXHIBIT 4.5 - $1,100,000,000 Credit Agreement (the
"Credit Agreement") dated as of November
24, 1987 among Reynolds Metals Company,
Canadian Reynolds Metals Company, Limited
- Societe Canadienne de Metaux Reynolds,
Limitee, the several banks parties
thereto, Manufacturers Hanover Bank
(Delaware), The Bank of Nova Scotia,
Manufacturers Hanover Trust Company, and
Manufacturers Hanover Agent Bank Services
Corporation. (Registration Statement No.
33-20498 on Form S-8, dated March 7,
1988, EXHIBIT 4.4)
*EXHIBIT 4.6 - Amendment No. 1 dated as of July 1, 1988
to the Credit Agreement. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended June 30, 1988, EXHIBIT 4(e))
*EXHIBIT 4.7 - Amendment No. 2 dated as of February 8,
1989 to the Credit Agreement. (File No.
1-1430, 1988 Form 10-K Report, EXHIBIT
4.6)
*EXHIBIT 4.8 - Amendment No. 3 dated as of August 4,
1989 to the Credit Agreement. (File No.
1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1989, EXHIBIT 4(g))
*EXHIBIT 4.9 - Amendment No. 4 dated as of November 1,
1990 to the Credit Agreement.
(Registration Statement No. 33-38020 on
Form S-3, dated November 30, 1990,
EXHIBIT 4.12)
*EXHIBIT 4.10 - 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)
*EXHIBIT 4.11 - 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)
*EXHIBIT 4.12 - Form of 9-3/8% Debenture due June 15,
1999. (File No. 1-1430, Form 8-K Report
dated June 6, 1989, EXHIBIT 4)
*EXHIBIT 4.13 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
____________________________
* Incorporated by reference.
<PAGE>
*EXHIBIT 4.14 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
*EXHIBIT 4.15 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.15)
*EXHIBIT 4.16 - Form of Book-Entry Floating Rate Medium-
Term Note. (File No. 1-1430, 1991 Form
10-K Report, EXHIBIT 4.16)
*EXHIBIT 4.17 - Form of 9% Debenture due August 15, 2003.
(File No. 1-1430, Form 8-K Report dated
August 16, 1991, Exhibit 4(a))
*EXHIBIT 4.18 - 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)
*EXHIBIT 4.19 - 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)
*EXHIBIT 4.20 - 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))
*EXHIBIT 4.21 - 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))
EXHIBIT 9 - None
*EXHIBIT 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)
*EXHIBIT 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)
*EXHIBIT 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)
*EXHIBIT 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)
____________________________
* Incorporated by reference.
<PAGE>
*EXHIBIT 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)
*EXHIBIT 10.6 - Form of Deferred Compensation Agreement
dated February 17, 1984 between Reynolds
Metals Company and David P. Reynolds.
(File No. 1-1430, 1983 Form 10-K Report,
EXHIBIT 10.9)
*EXHIBIT 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)
*EXHIBIT 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)
*EXHIBIT 10.9 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form
10-K Report, EXHIBIT 10.8)
*EXHIBIT 10.10 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form
10-K Report, EXHIBIT 10.11)
*EXHIBIT 10.11 - Management Incentive Deferral Plan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)
**EXHIBIT 10.12 - Deferred Compensation Plan for Outside
Directors as Amended and Restated
Effective December 1, 1993
*EXHIBIT 10.13 - Retirement Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.10)
*EXHIBIT 10.14 - Death Benefit Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.11)
*EXHIBIT 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)
*EXHIBIT 10.16 - Form of Executive Severance Agreement
between Reynolds Metals Company and key
executive personnel, including each of
the individuals listed in Item 4A hereof
(other than Messrs. Christino, Jones,
Leahey and Earehart). (File No. 1-1430,
1987 Form 10-K Report, EXHIBIT 10.18)
*EXHIBIT 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)
____________________________
*Incorporated by reference.
**Previously filed.
<PAGE>
*EXHIBIT 10.18 - Amendment to Reynolds Metals Company 1987
Nonqualified 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))
*EXHIBIT 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))
*EXHIBIT 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)
*EXHIBIT 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)
*EXHIBIT 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)
*EXHIBIT 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)
*EXHIBIT 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)
*EXHIBIT 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)
*EXHIBIT 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))
*EXHIBIT 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))
____________________________
*Incorporated by reference.
<PAGE>
**EXHIBIT 10.28 - Renewal dated February 18, 1994 of
Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke
EXHIBIT 11 - Omitted; see Item 8 for computation of
earnings per share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
**EXHIBIT 21 - List of Subsidiaries of Reynolds Metals
Company
EXHIBIT 22 - None
**EXHIBIT 23 - Consent of Independent Auditors
**EXHIBIT 24 - Powers of Attorney
EXHIBIT 27 - Not applicable
EXHIBIT 28 - Not applicable
EXHIBIT 99.1 - Reynolds Metals Company Savings and _____
Investment Plan for Salaried Employees
Annual Report on Form 11-K for the Fiscal
Year ended December 31, 1993
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for _____
Hourly Employees Annual Report on Form
11-K for the Fiscal Year ended December
31, 1993
____________________________
** Previously filed.
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-1430
A. Full title of the plan:
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
REYNOLDS METALS COMPANY
6601 West Broad Street
P. O. Box 27003
Richmond, Virginia 23261-7003
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors . . . . . . . F-1
Statement of Net Assets Available for
Plan Benefits. . . . . . . . . . . . . . . F-2
Statement of Changes in Net Assets Available
for Plan Benefits. . . . . . . . . . . . . F-3
Notes to Financial Statements. . . . . . . . F-4
Schedules:
Assets Held for Investment. . . . . . . S-1
Transactions or Series of Transactions
in Excess of 5% of the Fair Value
of Plan Assets. . . . . . . . . . . . S-3
EXHIBITS
Exhibit A Consent of Independent Auditors
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Plan Committee has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
By: Henry S. Savedge, Jr.
Henry S. Savedge, Jr., Chairman
Savings and Investment
Plan Committee
DATE: June 24, 1994
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Financial Statements and Schedules submitted in paper format
under cover of Form SE.
<PAGE>
INDEX TO EXHIBITS
Sequential
Page No.
Exhibit A Consent of Independent Auditors ______
<PAGE>
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20498) pertaining to the Savings and Investment
Plan for Salaried Employees of Reynolds Metals Company and in the related
Prospectus of our report dated June 17, 1994, with respect to the financial
statements and schedules of the Reynolds Metals Company Savings and
Investment Plan for Salaried Employees included in this Annual Report (Form
11-K) for the year ended December 31, 1993.
ERNST & YOUNG
ERNST & YOUNG
Richmond, Virginia
June 17, 1994
EXHIBIT 99.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-1430
A. Full title of the plan:
REYNOLDS METALS COMPANY
SAVINGS PLAN
FOR HOURLY EMPLOYEES
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
REYNOLDS METALS COMPANY
6601 West Broad Street
P. O. Box 27003
Richmond, Virginia 23261-7003
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors . . . . . . . F-1
Statement of Net Assets Available for
Plan Benefits. . . . . . . . . . . . . . . F-2
Statement of Changes in Net Assets Available
for Plan Benefits. . . . . . . . . . . . . F-3
Notes to Financial Statements. . . . . . . . F-4
Schedule:
Assets Held for Investment. . . . . . . S-1
EXHIBITS
Exhibit A Consent of Independent Auditors
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Plan Committee has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
REYNOLDS METALS COMPANY
SAVINGS PLAN FOR HOURLY EMPLOYEES
By: Henry S. Savedge, Jr.
Henry S. Savedge, Jr., Chairman
Plan Committee for Hourly Savings Plan
DATE: June 24, 1994
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Financial Statements and Schedules submitted in paper format
under cover of Form SE.
<PAGE>
INDEX TO EXHIBITS
Sequential
Page No.
Exhibit A Consent of Independent Auditors ____
<PAGE>
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-66032) pertaining to the Savings Plan for Hourly
Employees of Reynolds Metals Company and in the related Prospectus of our
report dated June 17, 1994, with respect to the financial statements and
schedules of the Reynolds Metals Company Savings Plan for Hourly Employees
included in this Annual Report (Form 11-K) for the year ended December 31,
1993.
ERNST & YOUNG
ERNST & YOUNG
Richmond, Virginia
June 17, 1994
