As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 333-________
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 54-0355135
(State or other jurisdiction (I.R.S. Employer of
incorporation or organization) Identification No.)
6601 West Broad Street, Richmond, VA 23230
(Address of principal executive offices, including zip code)
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REYNOLDS METALS COMPANY
1996 NONQUALIFIED STOCK OPTION PLAN
(Full title of plan)
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D. MICHAEL JONES, ESQ., Vice President, General Counsel and Secretary
and
BRENDA A. HART, ESQ., Chief Securities/Finance Counsel and Assistant Secretary
Reynolds Metals Company
6601 West Broad Street, Richmond, VA 23230
(804) 281-2000
(Names, addresses and telephone numbers, including area code,
of agents for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum registration fee*
price per share* aggregate offering
price*
- ------------------- ------------- ---------------- ------------------- -------------------
Common Stock, 2,000,000 $55.25 $110,500,000 $38,103.45
without par value shares
===============================================================================================
</TABLE>
<PAGE>
*In accordance with Rule 457(h)(1) under the Securities Act of 1933, the
aggregate offering price and registration fee are computed on the basis of a
price per share based, pursuant to Rule 457(c), on the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange
Composite Transactions Tape on May 13, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2.
The document(s) containing the information specified in this
Part I will be sent or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated
herein by reference:
(1) The Annual Report of Reynolds Metals Company (the "Company" or the
"Registrant") on Form 10-K for the year ended December 31, 1995.
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1995.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated February 23, 1994,
pertaining to Common Stock and Preferred Stock Purchase Rights.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being registered hereunder will be passed
upon by D. Michael Jones, Esq., Vice President, General Counsel and Secretary
of the Company. Mr. Jones, in his capacity as Vice President, General Counsel
and Secretary of the Company, is paid a salary by the Company and is a
participant in various employee benefit plans offered to employees of the
Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to indemnify any 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 by reason of the fact that such person is or was a director,
officer, employee or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts 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 Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful,
except that, in the case of an action or suit by or in the right of the
Company, no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless the Court of Chancery or the court in which such action or suit
was brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses. Article X of the By-Laws of the Company
incorporates substantially the provisions of Section 145 of the General
Corporation Law of the State of Delaware and requires the Company to indemnify
any person to the full extent of its powers as described above. The Company
has entered into indemnification agreements with each of its directors and
officers. The rights conferred thereunder are substantially the same as those
under Article X of the Company's By-Laws. In addition, the agreements provide
for indemnification of expenses incurred as a witness, require the Company to
observe specified procedures, within set time limits, when indemnification or
advancement of expenses is requested and provide for payment of expenses
incurred in enforcing the agreement. Article XI of the Company's Restated
Certificate of Incorporation limits the personal liability of directors to the
Company or its shareholders for monetary damages for certain breaches of
fiduciary duty.
The Company has placed in effect insurance indemnifying against certain
liabilities that could arise from acts (or omissions to act) of its officers
and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
*4.1 Restated Certificate of Incorporation, as amended to the date hereof.
(Registration Statement No. 333-00929 on Form S-8, dated February 14,
1996, Exhibit 4.1)
*4.2 Form of Common Stock Certificate. (Registration Statement No. 333-
00929 on Form S-8, dated February 14, 1996, Exhibit 4.2)
*4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31, 1996, Exhibit 3.2)
_____________
* Incorporated by reference.
*4.4 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)
*4.5 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)
4.6 Reynolds Metals Company 1996 Nonqualified Stock Option Plan
5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel and
Secretary
23.1 Consent of Ernst & Young LLP
23.2 The consent of D. Michael Jones, Esq. is contained in his opinion.
See Exhibit 5 hereto.
*24 Powers of Attorney. (File No. 1-1430, 1995 Form 10-K Report, Exhibit
24)
99 Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option Plan
effective January 1, 1993
_____________
* Incorporated by reference.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia,
on this 17th day of May, 1996.
REYNOLDS METALS COMPANY
By Richard G. Holder,
Richard G. Holder,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 17 1996.
Richard G. Holder, Director, Henry S. Savedge, Jr., Director,
Richard G. Holder, Director, Henry S. Savedge, Jr., Director,
Chairman of the Board and Executive Vice President and
Chief Executive Officer Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
*Patricia C. Barron *William O. Bourke
Patricia C. Barron, Director William O. Bourke, Director
*John R. Hall *Robert L. Hintz
John R. Hall, Director Robert L. Hintz, Director
*William H. Joyce *Mylle Bell Mangum
William H. Joyce, Director Mylle Bell Mangum, Director
*D. Larry Moore Randolph N. Reynolds, Director
D. Larry Moore, Director Randolph N. Reynolds, Director
*James M. Ringler Jeremiah J. Sheehan, Director
James M. Ringler, Director Jeremiah J. Sheehan, Director
*Joe B. Wyatt
Joe B. Wyatt, Director
*By: Brenda A. Hart Allen M. Earehart
Brenda A. Hart, Attorney-in-Fact Allen M. Earehart,
Vice President, Controller
(Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
*4.1 Restated Certificate of Incorporation, as amended to the date hereof.
(Registration Statement No. 333-00929 on Form S-8, dated February 14,
1996, Exhibit 4.1)
*4.2 Form of Common Stock Certificate. (Registration Statement No. 333-
00929 on Form S-8, dated February 14, 1996, Exhibit 4.2)
*4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31, 1996, Exhibit 3.2)
*4.4 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)
*4.5 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)
4.6 Reynolds Metals Company 1996 Nonqualified Stock Option Plan
5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel
and Secretary
23.1 Consent of Ernst & Young LLP
23.2 The consent of D. Michael Jones, Esq. is contained in his opinion.
See Exhibit 5 hereto.
*24 Powers of Attorney. (File No. 1-1430, 1995 Form 10-K Report, Exhibit
24)
99 Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option
Plan effective January 1, 1993
____________
* Incorporated by reference.
EXHIBIT 4.6
REYNOLDS METALS COMPANY
1996 NONQUALIFIED STOCK OPTION PLAN
Effective January 1, 1996
ARTICLE I
DEFINITIONS
1.01 "Board" shall mean the Board of Directors of the
Company.
1.02 "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.
1.03 "Committee" shall mean the Committee established
under Section 3.01 to administer the Plan.
1.04 "Company" shall mean Reynolds Metals Company, a
Delaware corporation.
1.05 "Company Stock" shall mean Common Stock of the
Company and such other stock and securities as may be substituted
therefor pursuant to Section 6.02.
1.06 "Eligible Employee" shall mean any officer or
regular salaried employee of the Company or a Subsidiary who
satisfies all of the requirements of Section 2.02; provided,
however, that no individual who is not a regular salaried
employee of the Company or a Subsidiary may be granted a stock
option hereunder if such individual is deemed at the time of the
grant to be an "officer" of the Company for the purposes of
Section 16(a) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.
1.07 "Fair Market Value" shall mean, with respect to
Company Stock, the closing price of Company Stock (a) as reported
on New York Stock Exchange-Composite Transactions (or other
appropriate reporting vehicle as determined by the Committee) for
a specified date or (b) if no such report for Company Stock is
available for such date, the closing price of Company Stock as
reported for the next preceding day on which Company Stock was
traded and for which such report is available.
1.08 "Grantee" shall mean any person who has been
granted a stock option, either with or without related stock
appreciation rights, under the Plan.
1.09 "Option Period" shall mean the period of time
provided pursuant to Section 4.04 within which a stock option may
be exercised.
1.10 "Plan" shall mean the Reynolds Metals Company
1996 Nonqualified Stock Option Plan, as amended from time to
time.
1.11 "Stockholder Approval" shall mean approval by the
affirmative vote of the stockholders of the Company present in
person or by proxy and entitled to vote, representing a majority
of the votes cast at a meeting duly called for that purpose and
at which a quorum shall be present.
1.12 "Subsidiary" shall mean any corporation now or
hereafter in existence in which the Company owns, directly or
indirectly, a voting stock interest of more than fifty percent
(50%).
ARTICLE II
PARTICIPATION
2.01 Purpose. The purpose of the Plan is to further
the growth and success of the Company and its Subsidiaries by
providing key employees with additional incentive to contribute
to such growth and success and by aiding the Company in
attracting and retaining key employees.
2.02 Eligibility. Key employees of the Company and
its Subsidiaries (including officers and employees who may be
members of the Board) who, in the sole opinion of the Committee,
contribute significantly to the growth and success of the Company
or a Subsidiary shall be eligible for options to purchase Company
Stock and related stock appreciation rights under the Plan. From
among all such Eligible Employees, the Committee shall determine
from time to time those Eligible Employees to whom options and
related stock appreciation rights, if any, shall be granted. No
Eligible Employee shall have any right whatsoever to receive
options or stock appreciation rights unless so determined by the
Committee.
2.03 No Employment Rights. The Plan shall not be
construed as conferring any rights upon any person for a
continuation of employment, nor shall it interfere with the
rights of the Company or any Subsidiary to terminate the
employment of any person or to take any other action affecting
such person.
ARTICLE III
COMMITTEE
3.01 Administration. The Plan shall be administered
by a Committee of at least three (3) persons, all of whom shall
be members of the Board, appointed from time to time by the
Board. The Board shall appoint one member of the Committee to act
as Chairman. Vacancies shall be filled in the same manner as
original appointments. The Committee shall hold meetings upon
such notice and at such place or places, and at such time or
times as it may from time to time determine. A majority of the
members of the Committee at the time in office shall constitute a
quorum for the transaction of business, and the acts of a
majority of the members participating in any meeting at which a
quorum is present shall be the acts of the Committee. The
Committee may act without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the
members of the Committee and filed with the minutes of the
Committee. As of the time that the Committee exercises its
discretion in administering the Plan, all of the members of the
Committee shall be "disinterested persons" as contemplated by
Rule l6b-3, as in effect at such time, under the Securities
Exchange Act of 1934, as amended.
3.02 Authority of Committee. Subject to the
provisions of the Plan, the Committee shall have full and final
authority to determine:
(a) the persons to whom options shall be granted,
(b) the number of shares to be included in each
option,
(c) the price at which the shares included in each
option may be purchased,
(d) the period or periods of time within which each
option may be exercised, and
(e) the stock appreciation rights, if any, related to
each option.
In no case, however, shall a Grantee be awarded options to
purchase in the aggregate more than three hundred thousand
(300,000) shares of Company Stock under the Plan. Nothing
contained in this Plan shall be construed to give any person the
right to be granted an option or stock appreciation right. The
Committee is empowered, in its discretion, (i) to modify, extend
or renew any option or stock appreciation right theretofore
granted, subject to the limitations set forth in Articles IV and
V, and (ii) to adopt such rules and regulations and take such
other action as it shall deem necessary or proper for the
administration of the Plan; provided, however, that except to the
extent provided under Section 6.02, the Committee shall not have
the power to reprice options or stock appreciation rights that
have been granted previously under the Plan. The Committee shall
also have authority to interpret the Plan, and the decision of
the Committee on any questions concerning the interpretation of
the Plan shall be final and conclusive. The Committee may
consult with counsel, who may be counsel for the Company, and
shall not incur any liability for any action taken in good faith
in reliance upon the advice of counsel.
ARTICLE IV
TERMS OF OPTIONS
4.01 General. Grants of options shall be made without
the payment of a purchase price by any Grantee. Each option
granted under the Plan shall be evidenced by a stock option
agreement between the Company and the Grantee which shall contain
the terms and conditions required by this Article IV, and such
other terms and conditions, not inconsistent herewith, as the
Committee may deem appropriate in each case.
4.02 Option Price. The price at which each share of
Company Stock covered by an option may be purchased shall be
determined in each case by the Committee and set forth in each
stock option agreement. In no event shall such price be less
than one hundred percent (100%) of the Fair Market Value of
Company Stock on the date the option is granted.
4.03 Period for Exercise. Each stock option agreement
shall state the period or periods of time within which the option
may be exercised by the Grantee, in whole or in part, which shall
be the period or periods of time as may be determined by the
Committee, provided that:
(a) No option may be exercised within one (l) year
from the date the option is granted;
(b) No Option Period may exceed ten (l0) years from
the date the option is granted;
(c) If the Grantee's employment by the Company and
its Subsidiaries terminates because of the Grantee's
retirement or disability, or for any other reason with the
approval of the Committee, any option outstanding and
exercisable as of the date of termination (and, in the
Committee's sole discretion, any option outstanding but not
yet exercisable as of such date) may be exercised by the
Grantee following the date of termination (to the extent
permitted by Section 4.03(a) and in accordance with the
terms of the stock option agreement);
(d) If the Grantee dies during the Option Period
either while in the employ of the Company or a Subsidiary or
following the date of termination of employment as described
in subsection (c) above, any option otherwise outstanding
and exercisable as of the date of death may be exercised
following such death in accordance with the terms of the
stock option agreement, by the person or persons entitled to
do so under the Grantee's last will and testament, or if the
Grantee shall fail to make testamentary disposition of his
or her option or shall die intestate, by the person or
persons entitled to receive said option under the intestate
laws; and
(e) If the Grantee's employment by the Company and
its Subsidiaries terminates for reasons other than death,
retirement, disability, or other reasons approved by the
Committee pursuant to subsection (c) above, then any
outstanding option shall be deemed terminated immediately
and shall not thereafter be exercisable by the Grantee.
4.04 Exercise of Option. Subject to Section 4.03,
each option may be exercised in whole or in part from time to
time as specified in the stock option agreement. Each Grantee
may exercise an option by giving written notice of the exercise
to the Company, specifying the number of shares to be purchased,
accompanied by payment in full of the purchase price therefor; if
required, the Grantee shall also pay an amount equal to the
applicable withholding taxes as soon as administratively
feasible. The purchase price may be paid in cash, by check, or,
with the approval of the Committee, in shares of Company Stock
having at the time the option is exercised an aggregate Fair
Market Value equal to the purchase price of the shares acquired
pursuant to the exercise of the option, or a combination thereof.
Likewise, the applicable withholding taxes may be paid in cash,
by check, or, with the approval of the Committee, in shares of
Company Stock (including shares received from the exercise of the
option) having at the time the option is exercised an aggregate
Fair Market Value equal to such withholding taxes, or a
combination thereof. A Grantee may also exercise an option by
way of the Company's broker-assisted stock option exercise
program, provided such program is available to the Grantee at the
time of the option's exercise. An option shall become
nonexercisable and shall be treated as voluntarily surrendered to
the extent that the related stock appreciation right is
exercised. No Grantee shall be under any obligation to exercise
any option granted hereunder. The Grantee may exercise the
option or not in his or her sole discretion.
4.05 Date Option Granted. For purposes of the Plan, a
stock option shall be considered as having been granted on the
date on which the Committee authorized the grant of the option,
except where the Committee has designated a later date, in which
event the later date shall constitute the date of grant of the
option; provided, however, that in either case notice of the
grant of the option shall be given to the employee within a
reasonable time.
4.06 No Incentive Stock Options. No option granted
under the Plan shall be treated as an incentive stock option for
purposes of Sections 421 and 422A of the Code or any comparable
section or sections of future legislation amending, modifying,
supplementing or superseding those sections.
ARTICLE V
STOCK APPRECIATION RIGHTS
5.01 General. Each stock appreciation right granted
under the Plan shall be evidenced by a stock appreciation right
agreement between the Company and the Grantee which shall contain
the terms and conditions required by this Article V, and such
other terms and conditions, not inconsistent herewith, as the
Committee may deem appropriate in each case. Each stock
appreciation right shall relate to a specific option granted
under the Plan and shall be granted to the Grantee either
concurrently with the grant of such option or at such later time
as may be determined by the Committee; provided, however, that
the grant of a stock appreciation right shall not otherwise
change the terms of the underlying option. A stock appreciation
right shall entitle a Grantee to receive a number of shares of
Company Stock (without payment to the Company, except for
applicable withholding taxes), cash, or shares and cash, as
determined by the Committee in accordance with this Article.
5.02 Number of Shares or Amount of Cash. Unless
otherwise determined by the Committee, in its sole discretion,
and provided in the stock appreciation right agreement, the
number of shares which shall be issued pursuant to the exercise
of a right shall be determined by dividing:
(a) that portion, as elected by the Grantee in the
notice of exercise, of the total number of shares of Company
Stock (i) which the Grantee is eligible to purchase as of
the exercise date under the related option and (ii) as to
which stock appreciation rights have been granted, but not
exercised, multiplied by the amount (if any) by which the
Fair Market Value of Company Stock on the exercise date
exceeds the price per share at which the related option
could have been exercised on the exercise date, by
(b) the Fair Market Value of Company Stock on the
exercise date;
provided, however, that fractional shares shall not be issued and
in lieu thereof a cash adjustment equal to the same fraction of
the Fair Market Value on the exercise date shall be paid. In
lieu of issuing Company Stock on the exercise of a right, the
Committee in its sole discretion may elect to pay the cash
equivalent of the Fair Market Value on the exercise date of any
or all the shares of Company Stock which would otherwise be
issuable upon exercise of the right. The Committee may require
that in order to be paid cash upon the exercise of a stock
appreciation right, certain Grantees must exercise the right
during a limited window period following the public release of
the Company's quarterly or annual earnings report, as established
pursuant to Securities and Exchange Commission rules. If this
restriction applies to a Grantee when he or she exercises a stock
appreciation right for cash, the amount received upon exercise of
the right shall be based on the highest Fair Market Value during
the limited window period.
5.03 Exercise. Each stock appreciation right may be
exercised in whole or in part from time to time, to the extent
that the option to which it relates shall be exercisable and to
the extent permitted by its stock appreciation right agreement;
provided, however, that no stock appreciation right may be
exercised until the expiration of six (6) months from the date of
its grant. Each Grantee may exercise a stock appreciation right
by giving written notice to the Company, specifying the number of
shares as to which such right is being exercised, accompanied by
an amount equal to the applicable withholding taxes, if
necessary. The date the Company receives the written notice is
herein referred to as the "exercise date." No Grantee shall be
under any obligation to exercise any stock appreciation right
granted hereunder. The Grantee may exercise the right or not in
his or her sole discretion. A stock appreciation right shall
become nonexercisable and shall be forfeited to the extent that
the related option is exercised.
ARTICLE VI
COMPANY STOCK
6.01 Number of Shares. The aggregate number of shares
of Company Stock that may be sold or delivered under the Plan
shall not exceed two million (2,000,000) shares. Shares of
Company Stock sold or delivered under the Plan may be authorized
but unissued shares, shares reacquired by the Company, or a
combination of both, as the Board may from time to time
determine. Shares of Company Stock not purchased under any
option granted under the Plan which are no longer available for
purchase thereunder by virtue of the total or partial expiration,
termination or voluntary surrender of the option and which were
not issued upon exercise of a related stock appreciation right
shall continue to be otherwise available for the purposes of the
Plan. Notwithstanding the above, however, upon surrender of any
portion of an option in connection with the exercise of the
related stock appreciation right, the number of shares of Company
Stock subject to the surrendered portion of the option (in lieu
of the number of shares, if any, issued pursuant to the exercise
of the related stock appreciation rights) shall be charged
against the maximum number of shares of Company Stock issuable
under the Plan, and such number of shares of Company Stock shall
not be available for future options and/or stock appreciation
rights.
6.02 Recapitalization. If any stock dividend is
declared upon the Company Stock, or if there is any stock split,
stock distribution, or other recapitalization of the Company with
respect to its Company Stock, resulting in a split-up or
combination or exchange of shares, or if any special distribution
is made to holders of Company Stock, the aggregate number and
kind of shares which may thereafter be offered under the Plan
shall be proportionately and appropriately adjusted and the
number and kind of shares then subject to options granted under
the Plan and the per share option price therefor shall be
proportionately and appropriately adjusted, without any change in
the aggregate purchase prices to be paid therefor, all as the
Committee may deem appropriate. Such adjusted option price and
number and kinds of shares also shall be used to determine the
amount payable by the Company upon the exercise of any stock
appreciation rights associated with any such option as set forth
in Article V hereof. In the event the Company is merged or
consolidated with or into another corporation, or substantially
all of its assets are sold to another corporation, appropriate
provisions will be made for the protection and continuation of
any outstanding options and stock appreciation rights by the
substitution, on an equitable basis, of appropriate stock or
other securities of the surviving or purchasing or new parent
corporation.
ARTICLE VII
GENERAL
7.01 Nontransferability. No option or stock
appreciation right granted under the Plan shall be transferable
or assignable by the Grantee except by last will and testament or
the laws of descent and distribution. During the Grantee's
lifetime, options and stock appreciation rights shall be
exercisable only by the Grantee or by the Grantee's guardian or
legal representative.
7.02 General Restriction. Each option and each stock
appreciation right shall be subject to the requirement that if at
any time the Board or the Committee shall determine, in its
discretion, that the listing, registration, or qualification of
securities upon any securities exchange or under any state or
federal or other applicable law, or the consent or approval of
any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option
or right or the issue or purchase of securities thereunder, such
option or right may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not
acceptable to the Board or the Committee.
7.03 No Rights as Stockholder. The holder of an
option or stock appreciation right shall not have any rights of a
stockholder with respect to the shares subject to the option or
right until such shares shall have been delivered to him or her.
7.04 Effective Date and Duration of Plan. The Plan
shall become effective January l, 1996, subject to Stockholder
Approval. No stock options shall be granted under the Plan after
December 31, 2000.
7.05 Amendments. The Board may from time to time
amend, modify, suspend or terminate the Plan; provided, however,
that no such action shall (a) impair without the Grantee's
consent any option or stock appreciation right theretofore
granted under the Plan or deprive any Grantee of any shares of
Company Stock which he or she may have acquired through or as a
result of the Plan or (b) be made without Stockholder Approval
where such change would increase the total number of shares that
may be issued under the Plan (other than as provided in Section
6.02). Notwithstanding the foregoing, the Board may, in any
circumstance where it deems such approval necessary or desirable,
and shall, to the extent necessary to maintain compliance with
Rule 16b-3 under the Securities Exchange Act of 1934 as in effect
from time to time, require Stockholder Approval as a condition to
the effectiveness of any amendment or modification of the Plan.
7.06 Construction. Except as otherwise required by
applicable federal laws, the Plan shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Virginia.
7.07 Change in Control. (a) Anything herein to the
contrary notwithstanding, if there is a Change in Control of the
Company (as defined in subsection (b) below), all options and
stock appreciation rights already granted hereunder shall become
immediately exercisable thirty (30) days after the Change in
Control occurs; provided, however, that at any time during the
thirty day period, the Committee may direct that no such
acceleration of exercisability should occur because the Committee
determines that the Change in Control presents no material risk
of loss of options to any grantee; and further provided that to
the extent necessary to be exempt from Section 16(b) of the
Securities Exchange Act of 1934, as amended, the date as of which
options and stock appreciation rights first become exercisable
pursuant to this Section 7.07 by grantees who are officers or
directors of the Company may in no event be earlier than six (6)
months from the date the option or stock appreciation right is
granted.
(b) For purposes of this Section 7.07, a "Change in
Control" shall mean the occurrence of any of the following dates
or events:
(i) a Stock Acquisition Date (as defined below);
(ii) a Distribution Date (as defined below);
(iii) Continuing Directors (as defined below)
ceasing to be a majority of the Board of Directors of
the Company; or
(iv) any other event which a disinterested
majority of the Continuing Directors determines to be a
Change in Control for purposes of this Plan.
"Stock Acquisition Date," "Distribution Date" and "Continuing
Directors" shall have the meanings given them in the Rights
Agreement dated November 23, 1987 between the Company and The
Chase Manhattan Bank, N.A., as initially executed.
EXHIBIT 5
REYNOLDS METALS COMPANY
6601 W. BROAD STREET - RICHMOND, VIRGINIA 23230-1701
MAILING ADDRESS: P.O. BOX 27003 - RICHMOND, VIRGINIA 23261-7003
VICE PRESIDENT, TELEPHONE (804) 281-2427
GENERAL COUNSEL TELECOPY: (804) 281-3740
AND SECRETARY
May 17, 1996
Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia 23230
Gentlemen:
I am Vice President, General Counsel and Secretary of Reynolds Metals
Company (the "Company"). I, together with attorneys acting under my
supervision, have acted as counsel to the Company in connection with, and have
participated in the preparation of, a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission (the "Registration
Statement") relating to the registration under the Securities Act of 1933 of
2,000,000 shares (the "Shares") of the Company's Common Stock, without par
value, to be offered under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan (the "Plan"). I, or attorneys under my supervision, have reviewed
the Plan and such other documents as I have deemed appropriate for purposes of
this opinion.
Based on the foregoing, it is my opinion that the Shares have been
validly authorized and, when issued and delivered in accordance with the terms
of the Plan, will be legally issued, fully paid and non- assessable.
I express no opinion as to the laws of jurisdictions other than the
laws of the Commonwealth of Virginia, the General Corporation Law of the State
of Delaware, and the federal laws of the United States of America.
I consent to the reference to me under Item 5 in the Registration
Statement and to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
D. Michael Jones
D. Michael Jones
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under Item 3 in the Registration
Statement (Form S-8), and under the caption "Experts" in the related
Prospectus, pertaining to the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan and to the incorporation by reference therein of our report dated
February 16, 1996, with respect to the consolidated financial statements of
Reynolds Metals Company included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Richmond, Virginia
May 10, 1996
EXHIBIT 99
AMENDMENT TO REYNOLDS METALS COMPANY
1992 NONQUALIFIED STOCK OPTION PLAN
Effective January 1, 1993, the definition of "Eligible
Employee" appearing in Section 1.06 of the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan is amended as follows
by adding the language that is underscored:
1.06 "Eligible Employee" shall mean any officer
or regular salaried employee of the Company or a
Subsidiary who satisfies all of the requirements of
Section 2.02; provided, however, that no individual
who is not a regular salaried employee of the Company
or a Subsidiary may be granted a stock option if such
individual is deemed at the time of the grant to be an
"officer" of the Company for purposes of Section 16(a)
of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.
