<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant / X /
Filed by a Party other than the Registrant /___/
Check the appropriate box:
/___/ Preliminary Proxy Statement
/___/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/___/ Definitive Proxy Statement
/ X / Definitive Additional Materials
/___/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-
12
________________
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)
________________
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
/___/ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/___/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/___/ Fee paid previously with preliminary materials.
/___/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
NOTICE TO CERTAIN PARTICIPANTS IN THE
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES
__________
Reynolds Metals Company
Annual Meeting of Stockholders
to be held April 17, 1996
Dear Participant:
Due to a computer error, some participants in the Reynolds Metals
Company Savings and Investment Plan for Salaried Employees (the "Savings
Plan") who are also participants in the Reynolds Metals Company Tax
Reduction Act Stock Ownership Plan for Salaried Employees (the "TRASOP")
were sent proxy cards for the Company's 1996 Annual Meeting of Stockholders
that are incomplete. These cards omitted the number of shares held under
the Savings Plan with respect to which the participants are entitled to
give voting instructions. This omission was inadvertent, and the Company
apologizes for the error.
Enclosed is a new proxy card which shows your allocable portion of the
total number of shares of Company Common Stock held by the Savings Plan as
of the record date, February 20, 1996. You are entitled to give voting
instructions to the plan trustee with respect to these shares. WHETHER OR
NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, AND WHETHER OR NOT YOU HAVE
PREVIOUSLY RECEIVED AND/OR RETURNED OTHER PROXY CARDS TO THE COMPANY,
PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THIS PROXY CARD IN THE
ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. If you attend the Meeting, your having sent in your proxy will not
restrict your right to vote in person.
If you have not yet returned the proxy card showing your TRASOP
shares, please complete and return it promptly, as well as any other proxy
cards you may have received from the Company for other share accounts.
Your vote is important to us. I urge you to complete and return the
enclosed proxy card without delay. Thank you for your cooperation.
Very truly yours,
D. MICHAEL JONES
Secretary
March 22, 1996
<PAGE>
APPENDIX A
[FORM OF PROXY CARD]
REYNOLDS METALS COMPANY
Proxy Solicited by the Board of Directors
for Annual Meeting of Stockholders
April 17, 1996
The undersigned appoints Richard G. Holder and D. Michael Jones, and
each of them, proxies, with full power of substitution, to vote the shares
of Common Stock of Reynolds Metals Company which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at Reynolds Metals Company Building, 6601 West Broad Street, Richmond,
Virginia, on Wednesday, April 17, 1996 at 10:00 A.M. (local time), and at
any adjournments thereof. The undersigned hereby confer(s) upon the
proxies and each of them authority to vote for a substitute Nominee or
substitute Nominees designated by the Board of Directors with respect to
the election of Directors if any Nominee is unavailable to serve for any
reason if elected.
For participants in the Company's Savings and Investment Plan for
Salaried Employees, this card provides voting instructions to the trustee
under the plan for the undersigned's allocable portion of the total number
of shares of Common Stock of the Company held by the plan as indicated on
the reverse side. (Note: The number of plan shares indicated on the
reverse side may not be the same as the number of shares shown on the
undersigned's last account statement from the plan due to the use of
different valuation dates and/or accounting methods.) These voting
instructions are solicited and will be carried out in accordance with the
applicable provisions of the plan.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. THE
SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH ANY CHOICE
SPECIFIED BY THE STOCKHOLDER; WHERE THERE IS NO CHOICE, SUCH SHARES WILL BE
VOTED IN FAVOR OF ITEMS 1, 2, 3 AND 4.
(continued and to be SIGNED on the Reverse Side)
- ---------------------------------------------------------------------------
- -
FOLD AND DETACH HERE
<PAGE>
Please mark your
votes as indicated ___
in this example / X /
The Board of Directors recommends a vote FOR Items 1, 2, 3 and 4.
Item 1 - Election of Directors:
FOR all Nominees - Patricia C. Barron, William O.
Nominees WITHHOLD Bourke, John R. Hall, Robert L. Hintz,
(except as AUTHORITY Richard G. Holder, William H. Joyce, Mylle
withheld in to Vote Bell Mangum, D. Larry Moore, Randolph N.
the space for all Reynolds, James M. Ringler, Henry S. Savedge,
provided) Nominees Jr., Jeremiah J. Sheehan, Joe B. Wyatt
___ ___
/___/ /___/ (To withhold authority to vote for any
individual Nominee, write that Nominee's name
in the space provided below.)
_____________________________________________
Item 2 Item 3
Approval of Amendment to Approval of the 1996 Nonqualified
the Performance Incentive Stock Option Plan
Plan
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
___ ___ ___ ___ ___ ___
/___/ /___/ /___/ /___/ /___/ /___/
Item 4 Item 5
Ratification of Selection In their discretion the proxies are
of Ernst & Young LLP as authorized to vote upon such other
Independent Auditors matters as may properly come before
the Meeting.
FOR AGAINST ABSTAIN
___ ___ ___ ___
/___/ /___/ /___/ I WILL ATTEND ANNUAL MEETING /___/
Signature__________________Signature_____________________Date__________
Please mark, date and sign as your name appears above and return in the
enclosed envelope. If signing as attorney, executor, administrator,
trustee, guardian or in another representative capacity, please give your
full title as such.
- ---------------------------------------------------------------------------
FOLD AND DETACH HERE
Dear Stockholder:
Enclosed is a proxy card relating to the Company's 1996 Annual Meeting
of Stockholders.
Your vote is important to us. Whether or not you expect to attend the
Meeting, please complete, sign and return promptly the attached proxy card
in the accompanying envelope, which requires no postage if mailed in the
United States.
If you plan to attend the Meeting, please also mark the attendance box
on the proxy card.
REYNOLDS METALS COMPANY
