SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 15, 1997
REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-1430 54-0355135
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification Number)
6601 West Broad Street
P.O. Box 27003
Richmond, Virginia 23261-7003
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(Address of Principal Executive Offices,
including zip code)
(804) 281-2000
(Registrant's Telephone Number, including area code)
<PAGE>
Item 5. Other Events.
The Registrant (together with its consolidated subsidiaries, "Reynolds")
today announced that it is discussing a potential agreement with Ball
Corporation ("Ball") under which Ball would acquire substantially all of
Reynolds' global Can business. The Registrant said that no agreement had
been reached and that no details of the discussions would be made available
until an agreement is signed.
As previously disclosed, Reynolds has been evaluating a number of
opportunities for optimizing the value of its global Can business and its
global Packaging and Consumer business.
"The sale of our Can business would provide substantial financial
resources to further strengthen Reynolds' balance sheet and provide funds for
other actions designed to enhance shareholder value," said Jeremiah J.
Sheehan, Chairman and Chief Executive Officer of the Registrant. "We believe
there could be tremendous global potential from a combination of the two
organizations."
"At this time, we have decided to keep and grow our Packaging and
Consumer Products business, capitalizing on and building the valuable
REYNOLDS brand name in markets around the world," said Mr. Sheehan. "This
business is a low-cost producer, is consistently profitable, and is counter
cyclical to the aluminum business."
"If we are able to complete the sale of our Can business, we expect to
apply a substantial portion of the proceeds to a stock repurchase program,"
said Mr. Sheehan. "We believe our restructured global operations are capable
of generating adequate funds for anticipated growth opportunities, so we have
determined that a stock repurchase program is the best vehicle for applying
available funds to maximize shareholder value."
The details of a stock repurchase program would be subject to the final
amount of proceeds; progress on other pending asset sales and the
Registrant's previously announced $900 million debt reduction goal; market
conditions; and other factors.
Reynolds is the world's third largest aluminum can manufacturer, with
global capacity of approximately 25 billion cans annually. In the U.S.,
Reynolds operates 14 can plants, two end plants and a can machinery business.
Reynolds has a 34% interest in Latas de Aluminio S.A., which operates four
can plants and one reclamation plant in Brazil, one can plant in Argentina
and one can plant in Chile. Reynolds pioneered the all-aluminum can in
1963.
Ball produces rigid metal and plastic containers, largely for foods and
beverages and provides aerospace and other technologies to governmental and
commercial customers.
This announcement contains forward-looking statements. Actual results
could differ materially from those that may be projected. Key risk factors
that could affect results are summarized in the Registrant's Quarterly Report
on Form 10-Q for the quarter ended Sept. 30, 1997 in Item 2 under "Risk
Factors". In particular, possible transactions are subject to due diligence
reviews, negotiation of agreements, obtaining third party consents,
regulatory approvals, and financing.
<PAGE>
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 hereunto duly authorized.
REYNOLDS METALS COMPANY
By: D. Michael Jones
D. Michael Jones
Senior Vice President and
General Counsel
Dated: December 15, 1997
