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________________
REYNOLDS METALS COMPANY
(Name of Registrant as Specified In Its Charter)
Board of Directors of Reynolds Metals Company
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
________________
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<PAGE>
_________, 1995
[Insert name and address]
Dear __________:
Thank you for your letter of ________.
In response to the issue raised by your letter, I would note the Board
of Directors of Reynolds Metals Company supports the ownership of stock by
directors and, in fact, has established Stock Ownership Guidelines for
Outside Directors as described on page 12 of our Proxy Statement.
Mr. Joyce did not join our Board until February 15, 1995 and Ms.
Mangum and Mr. Moore were not nominated for election until the February
Board meeting. At that time, the "window period" following our annual
earnings release had closed, and I advised them that it was not appropriate
for them to consider purchasing shares of Reynolds stock.
While we encourage stock ownership by our directors, we have not made
ownership a prerequisite for recruitment of candidates, feeling that this
would limit our ability to attract qualified candidates. We have, however,
both through the adoption of the Stock Ownership Guidelines and through
changes in our director compensation program, acted to ensure that our
directors will be stock owners.
I would request in consideration of the foregoing that you reconsider
your vote.
Sincerely,
D. Michael Jones
D. Michael Jones
Vice President, General Counsel and
Secretary
<PAGE>
_________, 1995
[Insert name and address]
Dear __________:
I have been advised that you have withheld authority to vote for W. H.
Joyce, M. B. Mangum and D. L. Moore as directors of Reynolds Metals Company
and am concerned that you did so solely because they did not own any
Reynolds stock at the record date.
I would note the Board of Directors of Reynolds Metals Company
supports the ownership of stock by directors and, in fact, has established
Stock Ownership Guidelines for Outside Directors as described on page 12 of
our Proxy Statement.
Mr. Joyce did not join our Board until February 15, 1995 and Ms.
Mangum and Mr. Moore were not nominated for election until the February
Board meeting. At that time, the "window period" following our annual
earnings release had closed, and I advised them that it was not appropriate
for them to consider purchasing shares of Reynolds stock.
While we encourage stock ownership by our directors, we have not made
ownership a prerequisite for recruitment of candidates, feeling that this
would limit our ability to attract qualified candidates. We have, however,
both through the adoption of the Stock Ownership Guidelines and through
changes in our director compensation program, acted to ensure that our
directors will be stock owners.
I would request in consideration of the foregoing that you reconsider
your vote.
Sincerely,
D. Michael Jones
D. Michael Jones
Vice President, General Counsel and
Secretary
