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):
April 23, 1998
REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-1430 54-0355135
(State of Incorporation) (Commission (IRS Employer
File Number) Identification Number)
6601 West Broad Street
P.O. Box 27003
Richmond, Virginia 23261-7003
-----------------------------
(Address of Principal Executive Offices,
including zip code)
(804) 281-2000
(Registrant's Telephone Number, including area code)
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Item 5. Other Events.
The Registrant announced on April 23, 1998 that it has
reached a definitive agreement on the sale of substantially all
of the assets of its global can business to Ball Corporation
("Ball"). The agreement has been approved by the boards of
directors of both companies, but remains subject to regulatory
approvals, third party consents, and completion of transaction
financing by Ball.
The Registrant anticipates proceeds from the transaction of
approximately $820 million, with the final amount to be
determined by working capital levels at closing. Up to $100
million of the total proceeds may be paid in Ball common stock.
As previously announced, the Registrant expects to apply the
proceeds from this transaction, together with the proceeds from
other pending asset sales, toward its stated objectives of
reducing debt by $900 million and repurchasing its common stock.
Effective with the signing of this agreement, the
Registrant's Board of Directors has authorized the repurchase of
up to a total of 18 million common shares, which includes the
five-million share repurchase program announced in January 1998.
Of this amount, the Registrant has already repurchased two
million shares. It currently has 71.9 million shares
outstanding. The repurchase authorization extends to December
31, 2000.
The sale to Ball includes the Registrant's North American
can operations, which consist of 14 can plants and two end
plants. It also includes the Registrant's 34.9% interest in
Latas de Aluminio S.A., which operates can facilities in Brazil,
Chile and Argentina, subject to third party consents from Latasa
stockholders and lenders.
The sale does not include the Registrant's can machinery
business or its 27.5% interest in United Arab Can Company, which
operates a can plant in Saudi Arabia. The Registrant is
currently engaged in a separate sale process for the machinery
business. Once the Registrant completes the disposition of all
assets related to its global can business, it expects to realize
total proceeds in the range of $875 million to $900 million and
an after-tax gain in the range of approximately $160-170 million,
or $2.25-2.40 per share.
This filing contains forward looking statements. Actual
results could differ materially from those that may be projected.
Please refer to the Management's Discussion and Analysis in the
Registrant's 1997 Annual Report on Form 10-K for a summary of key
risk factors that could affect results.
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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: /s/ D. Michael Jones
D. Michael Jones
Senior Vice President and
General Counsel
Dated: April 28, 1998
