As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
REYNOLDS METALS COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 54-0355135
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
_________________
6601 West Broad Street, Richmond, VA 23230
(804) 281-2000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_________________
D. MICHAEL JONES, ESQ.
Senior Vice President and General Counsel
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, including zip codes, and
telephone numbers, including area codes, of agents for service)
_________________
Copy to:
Joseph W. Armbrust, Jr., Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0057
___________________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [__]
<PAGE>
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [__]
<TABLE>
- -----------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
=============================================================================
<CAPTION>
Proposed
Proposed Maximum
Title of Each Maximum Aggregate Amount of
Class of Securities Amount to be Offering Price Offering Registration
to be Registered Registered<FN1> per Unit<FN2> Price<FN2> Fee<FN3>
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities..... $150,000,000 100% $150,000,000 $41,700
=============================================================================
<FN>
<FN1>In United States dollars or the equivalent thereof in foreign currencies,
currency units or composite currencies. If any debt securities are issued
at an original issue discount, then such greater amount as will result in
an aggregate initial offering price of $150,000,000.
<FN2>Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). The proposed maximum offering price will be
determined from time to time by the Registrant in connection with the
issuance by the Registrant of the debt securities registered hereunder.
<FN3>Pursuant to Rule 429(b) under the Securities Act of 1933, the amount of
the registration fee does not include $3,125 previously paid to the
Commission relating to $12,500,000 of debt securities previously
registered pursuant to Registration Statement No. 33-43443, which remain
unissued at the close of business on May 27, 1999. If any such
previously registered debt securities are offered and sold before the
effective date of this Registration Statement, the amount of such debt
securities so offered and sold will not be included in a prospectus
hereunder.
</FN>
</TABLE>
_________________
This Registration Statement also constitutes Post-Effective Amendment No.
1 to Registration Statement No. 33-43443, which was declared effective on
November 5, 1991. Such Post-Effective Amendment shall hereafter become
effective concurrently with the effectiveness of this Registration Statement
and in accordance with Section 8(c) of the Securities Act of 1933. Pursuant
to Rule 429 under the Securities Act of 1933, the prospectus filed as part
of this Registration Statement also constitutes a prospectus for Registration
Statement No. 33-43443; the $12,500,000 of debt securities remaining unsold
from Registration Statement No. 33-43443 will be combined with the
$150,000,000 of debt securities to be registered pursuant to this Registration
Statement to enable the Registrant to offer an aggregate amount of
$162,500,000 of debt securities pursuant to the combined prospectus.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We +
+may not sell these securities until the registration statement filed with +
+the Securities and Exchange Commission is effective. This prospectus is +
+not an offer to sell these securities and it is not soliciting an offer to +
+buy these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion
Preliminary Prospectus dated May 28, 1999
PROSPECTUS
- ----------
$162,500,000
LOGO
REYNOLDS
METALS
COMPANY
Debt Securities
By this prospectus, we may offer from time to time up to
$162,500,000 of our debt securities. The debt securities may
consist of notes, debentures or other evidences of indebtedness.
We will provide the specific terms of the debt securities in
supplements to this prospectus. You should read this prospectus
and any prospectus supplement carefully before you invest.
Our principal executive offices are located at 6601 West
Broad Street, Richmond, Virginia 23230 (telephone 804-281-2000).
_______________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
_______________
The date of this prospectus is , 1999.
<PAGE> 2
TABLE OF CONTENTS
-----------------
Page
----
About this Prospectus............................ 3
Reynolds Metals Company.......................... 3
Where You Can Find More Information.............. 4
Use of Proceeds.................................. 5
Selected Financial Information................... 6
Description of Debt Securities................... 7
United States Taxation........................... 20
Plan of Distribution............................. 21
Legal Matters.................................... 23
Experts.......................................... 23
2
<PAGE> 3
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission using a "shelf"
registration process. Under this shelf process, we may, from
time to time, sell debt securities in one or more offerings up to
an aggregate initial offering price of $162,500,000 or the
equivalent of this amount in foreign currencies or foreign
currency units.
This prospectus provides you with a general description of
the debt securities we may offer. Each time we sell debt
securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering.
The prospectus supplement may also add, update or change
information contained in this prospectus. Before you invest in a
particular issue of debt securities, you should read this
prospectus and any applicable prospectus supplement, together
with the additional information described below under the heading
"Where You Can Find More Information."
REYNOLDS METALS COMPANY
Reynolds Metals Company, together with its consolidated
subsidiaries, is the world's third-largest aluminum producer and
the world's leading producer of aluminum foil. Our operations
are organized into four market-based, global business units. The
units and their principal products are as follows:
. Base Materials - alumina, carbon products, primary aluminum
ingot and billet, and electrical rod
. Packaging and Consumer - aluminum and plastic packaging and
consumer products, including an extensive line of foil, plastic
and paper consumer products marketed under the Reynolds name,
including Reynolds Wrap Aluminum Foil and Reynolds Plastic Wrap;
and printing products
. Construction and Distribution - architectural construction
products and the distribution of a wide variety of aluminum and
stainless steel products
. Transportation - aluminum wheels, heat exchangers and
automotive structures
Reynolds was incorporated in 1928 under the laws of the
State of Delaware. Our principal executive offices are located
at 6601 West Broad Street, Richmond, Virginia 23230, and our
telephone number is (804) 281-2000.
If you want to find more information about us, please see
the section below entitled "Where You Can Find More Information."
In this prospectus, "Reynolds", "we", "us" and "our" refer
to Reynolds Metals Company.
3
<PAGE> 4
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy
statements and other information with the SEC under the
Securities Exchange Act of 1934. You may read and copy such
information at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its public reference
facilities in New York, New York and Chicago, Illinois. For more
information about the SEC's public reference facilities, please
call the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet site that contains reports, proxy and information
statements and other information regarding issuers, like
Reynolds, that file electronically with the SEC. The address of
that site is http://www.sec.gov. You can also inspect our SEC
reports and other information about us at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed a registration statement on Form S-3 and
related exhibits with the SEC relating to the debt securities
described in this prospectus. For further information regarding
Reynolds and the debt securities, you should refer to our
registration statement and its exhibits. The exhibits to the
registration statement contain the full text of certain contracts
and other important documents summarized in this prospectus.
Because these summaries may not contain all of the information
that you may find important in deciding whether to purchase the
debt securities, you should review the full text of these
documents.
Incorporation of Information by Reference
The SEC allows us to incorporate by reference into this
prospectus the information we file with the SEC. This means
that:
. incorporated documents are considered part of this
prospectus;
. we can disclose important information to you by referring
you to those documents; and
. information that we file later with the SEC will
automatically update and supersede previously filed information.
We incorporate by reference into this prospectus the
documents listed below, which we filed with the SEC under the
Exchange Act:
. annual report on Form 10-K for the year ended December 31,
1998;
. quarterly report on Form 10-Q for the quarter ended March
31, 1999; and
. current reports on Form 8-K dated March 3, 1999, March 8,
1999, April 1, 1999 and May 28, 1999.
We also incorporate by reference all documents that we will file
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this prospectus until we sell all of the debt
securities offered by this prospectus.
4
<PAGE> 5
You may request a copy of any of the filings referred to
above (other than exhibits, unless such exhibits are specifically
incorporated by reference into such filings), at no cost, by
writing or telephoning us at the following address and telephone
number:
Secretary
Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia 23230
Telephone No.: (804) 281-2812
You should rely only on the information contained or
incorporated by reference in this prospectus and in any
applicable prospectus supplement. We have not authorized anyone
to provide you with different information. We are not offering
to sell the debt securities in any jurisdiction where the offer
or sale is not permitted. You should not assume that the
information in this prospectus, or any supplement to this
prospectus, is accurate as of any date other than the date on the
cover page of such document. Our business, financial condition
and results of operations may have changed since such date.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the debt
securities for general corporate purposes, unless otherwise
specified in the prospectus supplement relating to a specific
issue of debt securities.
Pending such use, we may invest all or part of the net
proceeds in short-term marketable securities.
5
<PAGE> 6
SELECTED FINANCIAL INFORMATION
The following table summarizes selected financial
information relating to Reynolds and its consolidated
subsidiaries for the five years ended December 31, 1998 and the
quarters ended March 31, 1998 and 1999.
You should read this information in conjunction with the
audited consolidated financial statements and notes contained in
our annual report on Form 10-K for the year ended December 31,
1998 and the unaudited consolidated financial statements and
notes contained in our quarterly report on Form 10-Q for the
quarter ended March 31, 1999. See "Where You Can Find More
Information." In the opinion of our management, the quarterly
amounts contain all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of the results
of operations for such periods. The results for the quarterly
periods are not necessarily indicative of results for a full
year.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
($ IN MILLIONS EXCEPT PER SHARE AND RATIO AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenues....................... $5,925 $7,252 $7,016 $6,900 $5,859
Cost of products sold.......... 4,950 5,739 5,856 5,658 4,774
Selling, general and
administrative expenses...... 376 449 445 406 378
Depreciation and amortization.. 341 344 365 368 252
Interest....................... 156 172 160 153 114
Operational restructuring
effects - net................ (88) - 37 75 144
----------------------------------------------
Total Costs and Expenses... 5,735 6,704 6,863 6,660 5,662
----------------------------------------------
Income (loss) before income
taxes, extraordinary loss and
cumulative effects of
accounting changes........... 190 548 153 240 197
Taxes on income (credit)....... 68 159 49 104 45
----------------------------------------------
Income (loss) before
extraordinary loss and
cumulative effects of
accounting changes........... 122 389 104 136 152
Extraordinary loss............. - - - - (63)
Cumulative effects of
accounting changes........... - - (15) - (23)
----------------------------------------------
Net income (loss).............. $ 122 $ 389 $ 89 $ 136 $ 66
==============================================
EARNINGS PER SHARE:
BASIC
Income (loss) before
extraordinary loss and
cumulative effects of
accounting changes......... $ 1.42 $ 5.60 $ 1.06 $ 1.86 $ 2.18
Extraordinary loss........... - - - - (0.91)
Cumulative effects of
accounting changes......... - - (0.24) - (0.33)
----------------------------------------------
Net income (loss)............ $ 1.42 $ 5.60 $ 0.82 $ 1.86 $ 0.94
==============================================
DILUTED
Income (loss) before
extraordinary loss and
cumulative effects of
accounting changes......... $ 1.41 $ 5.25 $ 1.06 $ 1.84 $ 2.18
Extraordinary loss........... - - - - (0.91)
Cumulative effects of
accounting changes......... - - (0.24) - (0.33)
----------------------------------------------
Net income (loss)............ $ 1.41 $ 5.25 $ 0.82 $ 1.84 $ 0.94
==============================================
Cash dividends declared per
common share............... $ 1.00 $ 1.20 $ 1.40 $ 1.40 $ 1.40
==============================================
Ratio of earnings to fixed
charges<FNa>................. 2.0x 3.7x 1.6x 2.3x 2.5x
BALANCE SHEET DATA
Total assets................... $7,461 $7,740 $7,516 $7,226 $6,134
Long-term debt................. 1,848 1,853 1,793 1,501 1,035
Total stockholders' equity..... 2,272 2,617 2,634 2,739 2,194
<FN>
<FNa>
____________
(a) The ratio of earnings to fixed charges is not presented for the first
quarter of 1999 because earnings were inadequate to cover fixed charges by
approximately $9 million.
</FN>
</TABLE>
<TABLE>
<CAPTION>
(UNAUDITED)
QUARTERS
ENDED MARCH 31
---------------------
1998 1999
---- ----
($ IN MILLIONS EXCEPT PER SHARE AND RATIO AMOUNTS)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenues....................... $1,532 $1,068
Cost of products sold.......... 1,251 925
Selling, general and
administrative expenses...... 93 82
Depreciation and amortization.. 70 57
Interest....................... 34 20
Operational restructuring
effects - net................ - -
---------------------
Total Costs and Expenses... 1,448 1,084
---------------------
Income (loss) before income
taxes, extraordinary loss and
cumulative effects of
accounting changes........... 84 (16)
Taxes on income (credit)....... 26 (6)
---------------------
Income (loss) before
extraordinary loss and
cumulative effects of
accounting changes........... 58 (10)
Extraordinary loss............. - -
Cumulative effects of
accounting changes........... (23) -
---------------------
Net income (loss).............. $ 35 $ (10)
=====================
EARNINGS PER SHARE:
BASIC
Income (loss) before
extraordinary loss and
cumulative effects of
accounting changes......... $ 0.78 $(0.15)
Extraordinary loss........... - -
Cumulative effects of
accounting changes......... (0.32) -
---------------------
Net income (loss)............ $ 0.46 $(0.15)
=====================
DILUTED
Income (loss) before
extraordinary loss and
cumulative effects of
accounting changes......... $ 0.78 $(0.15)
Extraordinary loss........... - -
Cumulative effects of
accounting changes......... (0.32) -
---------------------
Net income (loss)............ $ 0.46 $(0.15)
=====================
Cash dividends declared per
common share............... $ 0.35 $ 0.35
=====================
Ratio of earnings to fixed
charges<FNa>................. 3.1x -
BALANCE SHEET DATA
Total assets................... $7,196 $6,107
Long-term debt................. 1,595 1,123
Total stockholders' equity..... 2,639 2,142
<FN>
<FNa>
____________
(a) The ratio of earnings to fixed charges is not presented for the first
quarter of 1999 because earnings were inadequate to cover fixed charges by
approximately $9 million.
</FN>
</TABLE>
6
<PAGE> 7
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an Indenture, dated
as of April 1, 1989, as amended by Amendment No. 1 dated as of
November 1, 1991, between Reynolds and The Bank of New York, as
Trustee. The Indenture is filed as an exhibit to the
registration statement of which this prospectus is a part.
We have summarized portions of the Indenture below. This
summary is not complete and is subject to and qualified in its
entirety by reference to all of the provisions of the Indenture,
which are incorporated in this prospectus by reference. You
should read the Indenture for provisions that may be important to
you. For your convenience, we have included references to the
section numbers of the Indenture in this summary. Capitalized
terms used in this summary have the meanings given to them in the
Indenture.
GENERAL
The Indenture does not limit the amount of debt securities
that Reynolds may issue. The Indenture provides that Reynolds
may issue debt securities in separate series up to the aggregate
amount that it has authorized from time to time for each series.
The debt securities will be unsecured obligations of
Reynolds and will rank equally with all other unsecured and
unsubordinated debt of Reynolds.
TERMS
The applicable prospectus supplement (including any pricing
supplement) will describe the specific terms of the series of
debt securities offered by such supplement, including (where
applicable):
. the title of the debt securities;
. any limit on the aggregate principal amount of the debt
securities offered;
. whether the debt securities are to be issuable as Registered
Securities, Bearer Securities or both;
. whether any of the debt securities are to be issuable
initially in temporary global form;
. whether any of the debt securities are to be issuable in
permanent global form with or without coupons;
. whether beneficial owners of interests in any permanent
global security may exchange interests for debt securities of
such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges
may occur, if other than in the manner provided in the Indenture;
. the name of the Common Depositary or the U.S. Depositary
with respect to any permanent global security;
. the Person to whom any interest on any Registered Security
will be payable, if other than the Person in whose name that debt
security is registered at the close of business on the Regular
Record Date for such interest;
7
<PAGE> 8
. the manner in which, or the Person to whom, any interest on
any Bearer Security will be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto;
. the extent to which, or the manner in which, any interest
payable on a temporary global security on an Interest Payment
Date will be paid if other than in the manner provided in the
Indenture;
. the date or dates on which the principal of the debt
securities will be payable;
. the rate or rates at which the debt securities will bear
interest, if any, and the date or dates from which any interest
will accrue;
. the Interest Payment Dates on which any interest will be
payable;
. the Regular Record Date for any interest payable on any
Registered Securities on any Interest Payment Date;
. the place or places where the principal of and any premium
and interest on the debt securities will be payable, any
Registered Securities may be surrendered for registration of
transfer, debt securities may be surrendered for exchange, and
notices to or demands upon Reynolds in respect of the debt
securities and the Indenture may be served;
. the periods, prices and terms and conditions upon which any
debt securities may be redeemed, in whole or in part, at the
option of Reynolds;
. the obligation, if any, of Reynolds to redeem or purchase
debt securities under any sinking fund or analogous provisions or
at the option of the Holder, and the periods, prices and terms
and conditions upon which the debt securities will be redeemed or
repurchased, in whole or in part, under such obligation;
. the denominations in which any Registered Securities will be
issuable, if other than $1,000 and any integral multiple thereof;
and the denominations in which any Bearer Securities will be
issuable, if other than $5,000;
. the currency or currencies, including composite currencies,
in which payments on the debt securities will be payable, if
other than U.S. dollars;
. if the amount of payments of principal of and any premium or
interest on the debt securities may be determined with reference
to an index, the manner in which such amounts will be determined;
. the portion of the principal amount of any debt securities
that will be payable upon acceleration of the Maturity of such
debt securities, if other than the principal amount thereof;
. whether, and the terms and conditions on which, Reynolds or
a Holder may elect that, or the other circumstances under which,
payment of principal of, or premium or interest, if any, on, such
debt securities is to be made in a currency or currencies,
including composite currencies, other than that in which such
debt securities are stated to be payable; and
. any special provisions for the payment of additional amounts
with respect to the debt securities.
8
<PAGE> 9
Reynolds may also establish any other terms of the debt
securities not inconsistent with the Indenture. Therefore, you
must read the Indenture and the applicable prospectus supplement
carefully to understand the terms of any series of debt
securities.
Reynolds may issue debt securities as original issue
discount securities that provide for an amount less than their
stated principal amount to be due and payable upon declaration of
acceleration of their Maturity under the terms of the Indenture.
We will provide you with information on the United States federal
income tax considerations and other special considerations
applicable to any of these debt securities in the applicable
prospectus supplement. In addition, if Reynolds denominates any
debt securities in currencies other than United States dollars,
we will provide you with information on the restrictions, United
States federal income tax considerations and other special
considerations applicable to any of these debt securities in the
applicable prospectus supplement.
No Protection in the Event of a Change of Control
The Indenture does not contain any provisions that may
protect the Holders of debt securities of any series in the event
of a highly leveraged transaction or other transaction that may
occur in connection with a takeover attempt resulting in a
decline in the credit rating of the debt securities. If any such
protection is provided for any debt securities, we will describe
the applicable provisions in the prospectus supplement or
supplements relating to such debt securities.
Form, Exchange, Registration and Transfer
Unless otherwise indicated in an applicable prospectus
supplement, Reynolds will issue each series of debt securities in
registered form only, without coupons. The Indenture provides,
however, that Reynolds may issue debt securities as Registered
Securities, Bearer Securities or both, and may issue debt
securities in temporary or permanent global form. (Sections 201
and 301) See "Global Securities" below. If debt securities of a
series are issued as Bearer Securities, the special restrictions
and considerations, including special offering restrictions and
special United States federal income tax considerations,
applicable to such debt securities and to payment on and transfer
and exchange of such debt securities will be described in the
applicable prospectus supplement.
At the option of the Holder, subject to the terms of the
Indenture, Registered Securities of any series may be exchanged
for other Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount
and tenor. (Section 305)
Holders may present debt securities for exchange, and
Registered Securities for registration of transfer (duly endorsed
or with a written instrument of transfer duly executed), at:
. the office of the Security Registrar, or
. the office of any transfer agent designated by Reynolds for
such purpose with respect to any series of debt securities and
referred to in an applicable prospectus supplement.
No service charge will be imposed for any registration of
transfer or exchange of debt securities, but Reynolds may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with a transfer or
exchange. Such transfer or exchange will be effected upon the
Security Registrar or transfer agent, as the case may be, being
satisfied with the documents of title and identity of the Person
making the request. Reynolds has appointed the Trustee as
Security Registrar. (Section 305)
9
<PAGE> 10
If a prospectus supplement refers to any transfer agents (in
addition to the Security Registrar) initially designated by
Reynolds with respect to any series of debt securities, Reynolds
may at any time rescind the designation of any such transfer
agent or approve a change in the location through which any such
transfer agent acts. However, if debt securities of a series are
issuable solely as Registered Securities, Reynolds will be
required to maintain a transfer agent in each place where
principal and any premium and interest in respect of such series
are payable. Reynolds may at any time designate additional
transfer agents with respect to any series of debt securities.
(Section 1002)
Upon any redemption of debt securities issued only as
Registered Securities, Reynolds will not be required to:
. issue, register the transfer of or exchange debt securities
of any series during a period beginning at the opening of
business 15 days before any selection of debt securities of that
series to be redeemed and ending at the close of business on the
day of mailing of the relevant notice of redemption; or
. register the transfer of or exchange any Registered
Security, or portion thereof, called for redemption, except the
unredeemed portion of any Registered Security being redeemed in
part. (Section 305)
Payment and Paying Agents
Unless otherwise indicated in an applicable prospectus
supplement, payment of principal of and any premium and interest
on Registered Securities will be made at the office of the Paying
Agent or Paying Agents designated by Reynolds from time to time,
except that, at Reynolds' option, payment of any interest may be
made by check mailed to the address of the Person entitled
thereto as such address appears in the Security Register.
(Section 201) Payment of any interest due on Registered
Securities will be made to the Person in whose name such
Registered Security is registered at the close of business on the
Regular Record Date for such interest. (Section 307)
Unless otherwise indicated in an applicable prospectus
supplement, the Corporate Trust Office of the Trustee in The City
of New York will be designated as Reynolds' Paying Agent for
payments with respect to debt securities which are issuable
solely as Registered Securities. The applicable prospectus
supplement will name any other Paying Agents initially designated
by Reynolds for the debt securities offered by such supplement.
Reynolds may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change
in the office through which any Paying Agent acts. However, if
debt securities of a series are issuable solely as Registered
Securities, Reynolds will be required to maintain a Paying Agent
in a location designated for such series. (Section 1002)
All moneys deposited by Reynolds with a Paying Agent for the
payment of principal of and any premium or interest on any debt
security which remain unclaimed for two years after such payment
has become due and payable will, at Reynolds' request, be repaid
to Reynolds. Thereafter, the Holder of such debt security or any
coupon may look only to Reynolds for payment. (Section 1003)
Global Securities
Reynolds may issue debt securities of a series in whole or
in part in the form of one or more global securities that will be
deposited with, or on behalf of, a depositary identified in the
applicable prospectus supplement. Unless and until it is exchanged
in whole or in part for individual certificates evidencing debt
10
<PAGE> 11
securities in definitive form represented thereby, a global
security may not be transferred except as a whole by the depositary
or its nominee or as otherwise described in the applicable
prospectus supplement.
The specific terms of the depositary arrangement with
respect to a series of debt securities to be represented by a
global security will be described in the applicable prospectus
supplement. In addition, if Reynolds issues Bearer Securities in
global form, we will describe the special limitations and
restrictions relating to such Bearer Securities in the applicable
prospectus supplement.
Principal of and any premium and interest on a global
security will be payable in the manner described in the
applicable prospectus supplement.
Restrictive Covenants
Limitation on Liens
Reynolds may not, nor may it permit any of its Consolidated
Subsidiaries to, create, incur, assume or suffer to exist any
Lien securing any Non-Securable Obligations upon any of its
Principal Properties or upon any stock or indebtedness of any
Subsidiary which owns Principal Properties (whether such
Principal Property, shares of stock or indebtedness is now owned
or hereafter acquired) without in any such case effectively
providing that the debt securities of each series then
Outstanding (together with, if Reynolds so determines, any other
Indebtedness of Reynolds or any such Consolidated Subsidiary then
existing or thereafter created which is not subordinate to the
debt securities of each series then Outstanding) are secured
equally and ratably with (or prior to) such secured Non-Securable
Obligations, so long as such secured Non-Securable Obligations
are so secured, unless, after giving effect thereto, the
aggregate amount of all such secured Non-Securable Obligations
plus all Attributable Debt, without duplication, of Reynolds and
its Consolidated Subsidiaries in respect of sale and leaseback
transactions would not exceed 10% of Consolidated Net Tangible
Assets. This restriction does not apply to, and there will be
excluded from secured Non-Securable Obligations in any such
computation, Non-Securable Obligations secured by:
(a) any Lien created or incurred by Reynolds or any of its
Consolidated Subsidiaries securing obligations owing to:
. any partnership, joint venture, corporation or other
business entity in which Reynolds, directly or indirectly, holds
an interest;
. other Persons holding interests in any such entity and their
officers, directors, employees and affiliates; or
. any Person engaged in the management of any such entity;
provided that (1) similar Liens have been granted by other
Persons that hold, or are affiliates of Persons that hold,
similar interests in such partnership, joint venture, corporation
or other business entity securing similar obligations and (2)
such Lien is confined to Reynolds' or any Consolidated
Subsidiary's interest in such entity and to assets relating to
the operations thereof;
(b) any Lien on property securing the payment of all or any
part of the purchase price of such property; provided the
principal amount secured by such Lien does not exceed the
purchase price of the property and such Lien comes into
existence within 90 days after the acquisition of such
property;
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(c) any Lien on assets of a corporation existing at the
time such corporation is merged into or consolidated with
Reynolds or a Consolidated Subsidiary or becomes a
Subsidiary of Reynolds; provided that each such Lien is at
all times confined solely to the asset or assets so subject
to such Lien immediately prior to such merger, consolidation
or becoming a Subsidiary;
(d) any Lien existing on assets acquired by Reynolds or a
Consolidated Subsidiary after April 1, 1989; provided that
. each such Lien is at all times confined solely to the asset
or assets so acquired; and
. the principal amount of Non-Securable Obligations secured by
each such Lien at no time exceeds the cost of the assets in
question to Reynolds or the respective Consolidated Subsidiary
(including the principal amount of the Non-Securable Obligations
secured thereby) whether or not Reynolds or the respective
Consolidated Subsidiary has any personal liability with respect
to the assets so acquired;
(e) any Lien existing on April 1, 1989;
(f) any Lien on property securing short-term obligations
incurred to finance new construction or improvements on such
property;
(g) any Lien securing obligations of a Consolidated
Subsidiary owing to Reynolds or to another Consolidated
Subsidiary;
(h) any Lien in favor of the United States of America or
any state thereof (or any department, agency,
instrumentality or political subdivision of the United
States of America or any state thereof) in connection with
pollution control, industrial revenue bond or similar
financings;
(i) any extension, renewal or replacement of any Lien
referred to in the foregoing clauses (a) through (h) so long
as (1) the principal amount of obligations secured thereby
does not exceed the original principal amount of obligations
so secured at the time of such extension, renewal or
replacement and (2) such extension, renewal or replacement
is limited to the property secured by the original Lien
(plus improvements and construction on such property); and
(j) statutory Liens (including, without limitation,
mechanics' Liens) or Liens arising by operation of law as
long as such Liens are either (1) inchoate or (2) being
contested in good faith by appropriate proceedings promptly
initiated and diligently conducted for which adequate
reserves are being maintained. (Section 1009)
Limitation on Sales and Leasebacks
Reynolds may not, nor may it permit any of its Consolidated
Subsidiaries to, enter into any arrangement providing for the
leasing by Reynolds or a Consolidated Subsidiary for a period in
excess of three years of any Principal Property which has been or
is to be sold or transferred more than 180 days after the
completion of construction and commencement of full operation
thereof, unless:
. Reynolds or such Consolidated Subsidiary could create
Indebtedness secured by a Lien on such Principal Property as
provided for above under "Limitation on Liens" in an amount equal
to the Attributable Debt with respect to such sale and leaseback
transaction without equally and ratably securing the debt
securities of each series; or
. Reynolds or such Consolidated Subsidiary within 180 days
after the sale or transfer applies an amount equal to the greater
of:
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. the net proceeds of the sale of the Principal
Property sold and leased back pursuant to
such arrangement; or
. the fair market value of the Principal
Property so sold and leased back at the
time of entering into such arrangement (as
determined by any two of the following: the
Chairman or a Vice Chairman of the Board of
Reynolds, its President, any Vice President of
Reynolds, its Treasurer and its Controller)
to the retirement of Funded Debt of Reynolds or
such Consolidated Subsidiary (except that no such
retirement may be effected by payment at maturity or
under any mandatory sinking fund payment or any
mandatory prepayment provision); provided that the
amount to be applied to the retirement of Funded Debt
of Reynolds or such Consolidated Subsidiary will be
reduced by:
. the principal amount of any debt securities delivered within
180 days after such sale to the Trustee for retirement and
cancellation, and
. the principal amount of Funded Debt, other than debt
securities, voluntarily retired by Reynolds or such Consolidated
Subsidiary within 180 days after such sale.
This restriction on sale and leaseback transactions does not
apply to any transaction (1) between Reynolds and a Consolidated
Subsidiary or between Consolidated Subsidiaries; (2) involving a
lease for a period, including renewals, of three years or less;
or (3) that existed on April 1, 1989. (Section 1010)
Limitations on Consolidation, Merger and Sale of Assets
Reynolds may not consolidate with or merge into, or convey,
transfer or lease its properties and assets substantially as an
entirety to, any Person unless:
. the successor Person is a corporation, partnership or trust
organized and validly existing under the laws of the United
States of America, any U.S. State or the District of Columbia and
assumes Reynolds' obligations on all the debt securities and
under the Indenture;
. after giving effect to the transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would
become an Event of Default, would occur and be continuing; and
. after giving effect to the transaction, Reynolds or the
successor Person, as the case may be, would not immediately
thereafter have outstanding indebtedness secured by any Lien not
permitted by the Indenture, or has secured the debt securities
issued under the Indenture equally and ratably with (or prior to)
any indebtedness secured thereby. (Section 801)
Certain Definitions
The following are key definitions used in the above
descriptions of the restrictive covenants contained in the
Indenture. These and other definitions are contained in the
Indenture. You should read the Indenture to understand these
restrictions fully.
"Attributable Debt" means, as to any particular lease under
which any Person is at the time liable, at any date as of which
the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during
the remaining term thereof, discounted from the respective due
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<PAGE> 14
dates thereof to such date at the rate of 10% per annum
compounded annually. The net amount of rent required to be paid
under any such lease for any such period will be the amount of the
rent payable by the lessee with respect to such period, after
excluding amounts required to be paid on account of maintenance
and repairs, insurance, taxes, assessments, water rates and
similar charges.
"Consolidated Net Tangible Assets" means the total of all
the assets appearing on the consolidated balance sheet of
Reynolds and its Consolidated Subsidiaries, less the following:
. current liabilities, including liabilities for indebtedness
maturing more than 12 months from the date of the original
creation thereof but maturing within 12 months from the date of
determination;
. reserves for depreciation and other asset valuation
reserves;
. intangible assets including, but without limitation, such
items as goodwill, trademarks, trade names, patents and
unamortized debt discount and expense carried as an asset on said
balance sheet; and
. appropriate adjustments on account of minority interests of
other Persons holding stock in any Consolidated Subsidiary of
Reynolds.
"Consolidated Subsidiary" means, at any date, with respect
to any Person, any Subsidiary or other entity the accounts of
which are consolidated with those of such Person in the
consolidated financial statements of such Person as of such date
in accordance with generally accepted accounting principles.
"Funded Debt" means all debt which matures by its terms, or
is renewable at the option of any obligor thereon to a date, more
than one year after the date of the original issuance of such
debt.
"Guarantee Obligation" means, as to any Person, any
obligation of such Person guaranteeing or in effect guaranteeing
any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person,
whether or not contingent,
. to purchase any such primary obligation or any property
constituting direct or indirect security therefor;
. to advance or supply funds (1) for the purchase or payment
of any such primary obligation or (2) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor;
. to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such
primary obligation; or
. otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof.
The term Guarantee Obligation does not include endorsements of
instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation will be deemed
to be an amount equal to the stated or determinable principal
amount of the primary obligation in respect of which such
Guarantee Obligation is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof
as determined by Reynolds in good faith.
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"Indebtedness" means, as to any Person, at a particular
date, the sum (without duplication) at such date of:
. indebtedness for borrowed money or for the deferred purchase
price of property or services in respect of which such Person is
liable as obligor;
. any obligations of such Person in respect of acceptances
discounted with recourse; and
. obligations in respect of any letters of credit supporting
any of the foregoing.
"Lien" means any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, security interest,
lien (statutory or other), or preference, priority or other
security or similar agreement or preferential arrangement of any
kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).
"Material Subsidiary" means, at any date, any Consolidated
Subsidiary whose total assets, after excluding intercompany
accounts, are in excess of 5% of the total assets of Reynolds and
its Consolidated Subsidiaries, with any determination being made
as at the end of the most recently completed fiscal year for
which consolidated financial statements have been prepared,
except to the extent that on such date the principal financial
officers of Reynolds have actual reason to know to the contrary.
"Non-Securable Obligations" means
. Indebtedness;
. Guarantee Obligations;
. obligations under long-term supply contracts;
. obligations under leases;
. obligations under interest rate, commodity and currency
exchange or futures agreements and similar agreements (other than
any traded on any exchange);
. obligations in the nature of accounts payable for goods and
services incurred in the ordinary course of business;
. obligations under settlement or similar agreements entered
into in connection with pending, threatened or settled litigation
or proceedings; and
. obligations in respect of Plans (as defined) subject to the
jurisdiction of the PBGC (as defined).
"Principal Property" means
. any manufacturing, warehousing or distribution facility
located within the United States of America (other than its
territories and possessions), owned on the date of the Indenture
or thereafter acquired by Reynolds or any Consolidated Subsidiary
and used by Reynolds or any Consolidated Subsidiary in connection
with manufacturing operations conducted by any of them;
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<PAGE> 16
. the interest of Reynolds or any of its Subsidiaries in the
bauxite and alumina operations and ancillary facilities located
in Western Australia known as the Worsley Alumina Project
(excluding any such interest arising out of any expansion
of capacity of the Worsley Alumina Project after the date of the
Indenture); and
. the interest of Reynolds or any of its Subsidiaries in the
aluminum smelter and ancillary facilities for the processing,
storage, handling and transportation of raw materials and
finished goods located at Baie Comeau, Quebec owned on the date
of the Indenture or thereafter acquired.
Covenant Defeasance
Under the Indenture, Reynolds has the ability to take
certain steps to effect a "covenant defeasance." A "covenant
defeasance" allows Reynolds to stop complying with specified
restrictive covenants contained in the Indenture relating to:
. maintenance of Reynolds' properties;
. maintenance of insurance;
. payment of taxes and other claims;
. limitations on liens; and
. limitations on sale and leaseback transactions.
A "covenant defeasance" also causes certain events specified in
the Indenture to no longer be deemed an Event of Default under
the Indenture.
To effect a "covenant defeasance," Reynolds must deposit
with the Trustee in trust for such purpose an amount of money or
U.S. Government Obligations which, through the payment of
principal and interest in accordance with their terms, will
provide money in an amount sufficient to pay the principal of
(and premium, if any) and interest on the debt securities of such
series, and any mandatory sinking fund or analogous payments
thereon, on the scheduled due dates for such payments. Such a
trust may only be established if, among other things, Reynolds
has delivered to the Trustee a legal opinion to the effect that
the Holders of the debt securities of such series will not
recognize income, gain or loss for federal income tax purposes as
a result of such covenant defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant
defeasance had not occurred. (Section 1011)
Events of Default
The following are Events of Default under the Indenture with
respect to any debt securities:
. failure to pay any interest on any debt security of that
series when due, continued for 30 days;
. failure to pay principal of or any premium on any debt
security of that series when due;
. failure to deposit any sinking fund payment, when due, in
respect of any debt security of that series;
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. failure to perform any other covenant of Reynolds in the
Indenture (other than a covenant included in the Indenture solely
for the benefit of a series of debt securities other than that
series), continued for 60 days after written notice as provided
in the Indenture;
. default in payment of any indebtedness for money borrowed by
Reynolds or a Material Subsidiary with a principal amount then
outstanding in excess of $10,000,000 and acceleration of such
indebtedness under the terms of the instrument under which such
indebtedness is issued or secured if such acceleration is not
annulled within 30 days after written notice as provided in the
Indenture;
. certain events in bankruptcy, insolvency or reorganization
involving Reynolds; and
. any other Event of Default provided with respect to debt
securities of that series. (Section 501)
If an Event of Default with respect to debt securities of
any series at the time Outstanding occurs and is continuing,
either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding debt securities of that
series by notice as provided in the Indenture may declare the
principal amount (or, if the debt securities of that series are
original issue discount securities, such portion of the principal
amount as may be specified in the terms of that series) of all
the debt securities of that series to be due and payable
immediately. At any time after a declaration of acceleration
with respect to debt securities of any series has been made, but
before a judgment or decree for payment of money has been
obtained by the Trustee, the Holders of a majority in aggregate
principal amount of the Outstanding debt securities of that
series may, under certain circumstances, rescind and annul such
acceleration. (Section 502)
Subject to the duty of the Trustee during default to act
with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders,
unless such Holders have offered the Trustee reasonable
indemnity. (Sections 601 and 603) Subject to such
indemnification and certain other provisions, the Holders of a
majority in aggregate principal amount of the Outstanding debt
securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the debt securities of
that series. (Section 512)
Reynolds will be required to furnish to the Trustee an
annual statement as to the performance by Reynolds of certain of
its obligations under the Indenture and as to any default in such
performance. (Section 1012)
Meetings, Modification and Waiver
Reynolds and the Trustee may make modifications and
amendments of the Indenture with the consent of the Holders of 66
2/3% in aggregate principal amount of the Outstanding debt
securities of each series affected by the modification or
amendment. However, Reynolds and the Trustee may not make any of
the following modifications or amendments without the consent of
the Holder of each Outstanding debt security affected:
. change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any such debt
security;
. reduce the principal amount of, or premium or interest on,
any such debt security;
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<PAGE> 18
. change any obligation of Reynolds to pay additional amounts
except as contemplated by the Indenture;
. reduce the amount of principal of an original issue discount
security payable upon acceleration of the Maturity thereof;
. change the coin or currency in which any such debt security
or any premium or interest thereon is payable;
. impair the right to institute suit for the enforcement of
any payment on or with respect to any such debt security after
the Stated Maturity or Redemption Date;
. reduce the percentage in principal amount of any such
Outstanding debt securities, the consent of whose Holders is
required for modification or amendment of the Indenture or for
waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults;
. reduce the requirements contained in the Indenture for
quorum or voting;
. change any obligation of Reynolds to maintain an office or
agency in the places and for the purposes required by the
Indenture; or
. modify any of the provisions set forth in this paragraph
except to increase any such percentage. (Section 902)
Reynolds may omit in any particular instance to comply with
specified covenants in the Indenture relating to (1) maintenance
of Reynolds' properties; (2) maintenance of insurance; (3)
limitations on liens; or (4) limitations on sale and leaseback
transactions with respect to the debt securities of any series if
before the time for such compliance the Holders of 66 2/3% in
principal amount of the Outstanding debt securities of such
series either waive such compliance in that instance or generally
waive compliance with such covenant. (Section 1013)
In addition, the Holders of a majority in principal amount
of the Outstanding debt securities of any series may, on behalf
of all Holders of such debt securities of that series and any
coupons appertaining thereto, waive any past default under the
Indenture with respect to debt securities of that series, except
a default (1) in the payment of the principal of or any premium
or interest on any debt security of such series or (2) in respect
of a covenant or provision of the Indenture which cannot be
modified or amended without the consent of the Holder of each
Outstanding debt security of such series affected. (Section 513)
In determining whether the Holders of the requisite
principal amount of the Outstanding debt securities have given
any request, demand, authorization, direction, notice, consent or
waiver thereunder or whether a quorum is present at a meeting of
Holders of debt securities,
(1) the principal amount of an original issue discount
security that will be deemed to be Outstanding will be the
amount of the principal thereof that would be due and
payable as of the date of such determination upon
acceleration of the Maturity thereof;
(2) the principal amount of a debt security denominated
in other than U.S. dollars will be the U.S. dollar
equivalent, determined on the date of original issuance of
such debt security, of the principal amount of such debt
security (or, in the case of an original issue discount
security, the U.S. dollar equivalent on the date of original
issuance of such debt security of the amount determined as
provided in (1) above of such debt security); and
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(3) debt securities owned by Reynolds or any other
obligor on the debt securities or any affiliate of Reynolds
or of such other obligor will be disregarded and deemed not
to be Outstanding. (Section 101)
Notices
Except as otherwise provided in the Indenture, notices to
Holders of debt securities of any series will be given as
follows:
. To Holders of Registered Securities, by mail to the
addresses of such Holders as they appear in the Security
Register.
. To Holders of Bearer Securities, by publication at least
twice in a daily newspaper in The City of New York and in such
other city or cities as may be specified in such debt securities.
(Sections 101 and 106)
Title
Reynolds, the Trustee and any agent of Reynolds or the
Trustee may treat:
. the registered owner of any Registered Security;
. the bearer of any Bearer Security; and
. the bearer of any coupon
as the absolute owner thereof (whether or not such debt security
or coupon is overdue and notwithstanding any notice to the
contrary) for the purpose of making payment and for all other
purposes. Title to any Bearer Securities and any coupons
appertaining thereto will pass by delivery. (Section 308)
Replacement of Securities and Coupons
Reynolds will replace any mutilated debt security or a debt
security with a mutilated coupon appertaining thereto at the
expense of the Holder upon surrender of such debt security to the
Trustee.
Reynolds will replace debt securities or coupons that become
destroyed, stolen or lost at the expense of the Holder upon
delivery to the Trustee of the debt security and coupons or
evidence of the destruction, loss or theft satisfactory to
Reynolds and the Trustee. In the case of any coupon which
becomes destroyed, stolen or lost, such coupon will be replaced
by issuance of a new debt security in exchange for the debt
security to which such coupon appertains.
In the case of a destroyed, lost or stolen debt security or
coupon, an indemnity satisfactory to the Trustee and Reynolds may
be required at the expense of the Holder of such debt security or
coupon before a replacement debt security will be issued.
(Section 306)
Governing Law
The Indenture, the debt securities and the coupons will be
governed by, and construed in accordance with, the laws of the
State of New York. (Section 113)
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Regarding the Trustee
Reynolds and its subsidiaries may from time to time maintain
lines of credit and have other customary banking and commercial
relationships with The Bank of New York, the Trustee under the
Indenture. The Bank of New York serves as trustee under another
indenture dated as of April 1, 1993 relating to 6-5/8% Guaranteed
Amortizing Notes due July 15, 2002, which are fully and
unconditionally guaranteed by Reynolds and on which Canadian
Reynolds Metals Company, Ltd. and Reynolds Aluminum Company of
Canada, Ltd., wholly owned subsidiaries of Reynolds, are
obligors.
UNITED STATES TAXATION
In the opinion of Robert A. Warwick, Esq., Tax Counsel of
Reynolds, the following are the material United States federal
income tax consequences of the purchase and ownership of debt
securities. The opinion only describes consequences to holders
who acquire debt securities in connection with their original
issuance. It deals only with debt securities held as capital
assets and does not deal with special classes of holders, such as
dealers in securities or currencies, persons holding debt
securities as a hedge or debt securities that are hedged against
currency risks, non-United States Holders or United States
Holders whose functional currency is other than U.S. dollars.
Before considering the purchase of any debt securities
offered by this prospectus, you should consult your own tax
advisor concerning the application of United States federal
income tax laws to your particular situation as well as any
consequences arising under the laws of any other taxing
jurisdiction. The following opinion may not apply in all respects
to debt securities with special features, and modifications of
the treatment described below, including modifications of the
timing and amount of inclusions of interest or original issue
discount in income, may appear in an applicable prospectus
supplement or pricing supplement.
United States Holders
As used in this prospectus, the term "United States Holder"
means a beneficial owner of a debt security that is for United
States federal income tax purposes (1) a citizen or resident of
the United States, (2) a corporation, partnership or other entity
(treated as a corporation or a partnership for federal income
tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia
(other than a partnership that is not treated as a United States
person under any applicable Treasury regulations), (3) an estate
whose income is subject to United States federal income tax
regardless of its source or (4) a trust if a court within the
United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons
have the authority to control all substantial decisions of the
trust.
Payments of Interest. Interest on a debt security, other
than interest that is taxable under Internal Revenue Code of 1986
("Code") rules dealing with original issue discount or market
discount, will be taxable to a United States Holder as ordinary
income at the time it is received or accrued, depending on the
United States Holder's method of accounting for tax purposes.
Purchase, Sale and Retirement of the Debt Securities. A
United States Holder's tax basis in a debt security which is not
an original issue discount security will be its U.S. dollar
cost. A United States Holder will recognize gain or loss on
the sale or retirement of a debt security equal to the difference
between the amount realized on the sale or retirement and its
tax basis in the debt security. To the extent the amount
received upon sale or retirement
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of a debt security represents accrued interest, the United States
Holder will treat such amount as interest income as described
above in "Payments of Interest." Except in the case of certain
original issue discount securities, gain or loss recognized on
the sale or retirement of a debt security will be capital gain or
loss and will be long-term capital gain or loss if the debt
security was held for more than one year.
Original Issue Discount Securities. Under the Code, if debt
securities having a maturity of more than one year from their
date of issue are issued at an original issue discount, United
States Holders generally will be required to include such original
issue discount in gross income for United States federal income
tax purposes before receiving cash attributable to such income.
Special rules would apply to debt securities having a maturity of
less than one year issued at an original issue discount. If
Reynolds issues original issue discount securities, a description
of the then applicable rules governing the determination and United
States federal income taxation of such original issue discount will
be set forth in an applicable prospectus supplement.
Backup Withholding and Information Reporting
Payments of principal, premium, if any, and interest, if
any, made within the United States by Reynolds or any of its
Paying Agents, and the accrual of original issue discount are
generally subject to information reporting with respect to non-
corporate United States Holders. "Backup withholding" at a rate
of 31% will apply to such payments if the United States Holder
fails to provide an accurate taxpayer identification number or to
report all interest and dividends required to be shown on its
federal income tax returns.
PLAN OF DISTRIBUTION
Reynolds may sell the debt securities offered by this
prospectus:
. through underwriters or dealers,
. through agents, or
. directly to purchasers.
The distribution of the debt securities offered by this
prospectus may occur from time to time in one or more
transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
Underwriters, dealers and agents that participate in the
distribution of the debt securities offered by this prospectus
may be underwriters as defined in the Securities Act of 1933, and
any discounts or commissions received by them from Reynolds and
any profit on the resale of the offered debt securities by them
may be treated as underwriting discounts and commissions under
the Securities Act.
The prospectus supplement with respect to each series of
debt securities will set forth:
. the terms of the offering of the debt securities of such
series, including the name or names of any underwriters or
agents;
. the purchase price and the proceeds to Reynolds from such
sale;
. any discounts and commissions to be allowed or paid to the
underwriters or agents and other items constituting underwriting
compensation; and
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. any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
If so indicated in an applicable prospectus supplement,
Reynolds will authorize underwriters or agents to solicit offers
by certain types of institutions to purchase debt securities from
Reynolds under contracts that provide for payment and delivery on
a future date. Reynolds must approve all institutions, but they
may include, among others:
. commercial and savings banks;
. insurance companies;
. pension funds;
. investment companies; and
. educational and charitable institutions.
The institutional purchaser's obligations under the contract will
only be subject to the condition that the purchase of the offered
debt securities at the time of delivery is allowed by the laws
that govern the purchaser. The underwriters and agents will not
be responsible for the validity or performance of the contracts.
Reynolds may have agreements with the underwriters, dealers
and agents to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, or to contribute
with respect to payments which the underwriters, dealers or
agents may be required to make as a result of those certain civil
liabilities.
Each underwriter, dealer and agent that participates in the
distribution of any debt securities which are issuable in bearer
form will agree that it will not offer, sell or deliver, directly
or indirectly, debt securities in bearer form in the United
States or to United States persons (other than qualifying
financial institutions and certain persons acquiring through
qualifying financial institutions), in connection with the
original issuance of the debt securities.
The debt securities may not be offered or sold directly or
indirectly in Great Britain other than to persons whose ordinary
business it is to buy or sell shares or debentures (except in
circumstances which do not constitute an offer to the public
within the meaning of the Companies Act 1985). This prospectus
and any prospectus supplement or any other offering material
relating to the debt securities may not be distributed in or from
Great Britain other than to persons whose business involves the
acquisition and disposal, or the holding, of securities whether
as principal or as agent.
When Reynolds issues the debt securities offered by this
prospectus, they may be a new issue of securities without an
established trading market. If Reynolds sells a debt security
offered by this prospectus to an underwriter for public offering
and sale, the underwriter may make a market for that debt
security, but the underwriter will not be obligated to do so and
could discontinue any market making without notice at any time.
Therefore, Reynolds cannot give any assurances concerning the
liquidity of or the trading market for any debt securities
offered by this prospectus.
Underwriters and agents and their affiliates may be
customers of, engage in transactions with, or perform services
for, Reynolds or its subsidiaries in the ordinary course of
business.
22
<PAGE> 23
LEGAL MATTERS
The validity of the debt securities offered by this
prospectus will be passed upon for Reynolds by D. Michael Jones,
Esq., Senior Vice President and General Counsel of Reynolds. Mr.
Jones is paid a salary by Reynolds and is a participant in
various employee benefit plans offered to Reynolds' employees.
Any underwriter or agent will be advised about other issues
relating to any offering by its own legal counsel.
Robert A. Warwick, Esq., in his capacity as Tax Counsel of
Reynolds, is paid a salary by Reynolds and is a participant in
various employee benefit plans offered to Reynolds' employees.
EXPERTS
Ernst & Young LLP, independent auditors, have audited
Reynolds' consolidated financial statements included in Reynolds'
annual report on Form 10-K for the year ended December 31, 1998,
as set forth in their report, which is incorporated in this
prospectus by reference. Reynolds' consolidated financial
statements are incorporated by reference in reliance on their
report given on their authority as experts in accounting and
auditing.
23
<PAGE> II-1
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The Registrant estimates that expenses in connection with
the offering described in this Registration Statement, other than
any underwriting discounts and commissions, will be as follows:
Securities and Exchange Commission
Registration Fee.................... $ 41,700
Legal Fees and Expenses.............. 60,000
Accounting Fees...................... 10,000
Trustee Fees and Expenses............ 6,000
Blue Sky Fees and Expenses........... 3,000
Rating Agency Fees................... 62,750
Printing Expenses.................... 20,000
Miscellaneous........................ 5,000
--------
Total........................... $208,450
========
ITEM 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware empowers the Registrant 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 Registrant or is or was serving
at the request of the Registrant 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 Registrant 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 Registrant, 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 Registrant unless and only to the extent that 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 Registrant incorporates
substantially the provisions of Section 145 of the General
Corporation Law of the State of Delaware and requires the
Registrant to indemnify any director, officer or employee of the
Registrant to the full extent of its powers as described above.
The Registrant has also entered into indemnification agreements
with each of its directors and officers. The rights conferred
thereunder include the indemnification rights under Article X of
the Registrant's By-Laws. In addition, the agreements provide,
among other things, for indemnification coverage as a non-party
participant in a covered proceeding, indemnification of expenses
incurred as a witness, payment of expenses incurred in enforcing
the agreement, and contribution rights (to the extent permitted
by law) in circumstances where indemnification is not available;
and require the Registrant to observe specified procedures,
within set time limits, when indemnification or advancement of
expenses is requested. Article
II-1
<PAGE> II-2
XI of the Registrant's Restated Certificate of Incorporation
limits the personal liability of directors to the Registrant or
its shareholders for monetary damages for certain breaches of
fiduciary duty.
The Registrant has placed in effect insurance indemnifying
against certain liabilities that could arise from acts (or
omissions to act) of officers and directors.
The underwriting and distribution agreements filed or to be
filed or incorporated by reference as exhibits to the Registration
Statement contain or will contain provisions regarding
indemnification of the Registrant's directors and officers and
persons, if any, controlling the Registrant within the meaning
of the Securities Act of 1933 against certain liabilities,
including civil liabilities under the Securities Act of 1933
and contribution in circumstances where indemnification is not
available.
ITEM 16. Exhibits
The following exhibits are filed as part of this
Registration Statement:
*1.1 Underwriting Agreement dated June 6, 1989 (the
"Underwriting Agreement"). (File No. 001-01430, Form 8-K
Report dated June 14, 1989, Exhibit 1)
*1.2 Amendment No. 1 dated February 9, 1990 to the
Underwriting Agreement. (File No. 001-01430, Form 8-K
Report dated February 22, 1990, Exhibit 1(a))
*1.3 Amendment No. 2 dated August 12, 1991 to the
Underwriting Agreement. (File No. 001-01430, Form 8-K
Report dated August 16, 1991, Exhibit 1(a))
**1.4 Form of Distribution Agreement relating to Medium-Term
Notes
*4.1 Restated Certificate of Incorporation, as amended to
the date hereof. (File No. 001-01430, 1998 Form 10-K
Report, Exhibit 3.1)
*4.2 By-Laws, as amended to the date hereof. (File No.
001-01430, 1998 Form 10-K Report, Exhibit 3.2)
*4.3 Indenture dated as of April 1, 1989 (the "Indenture")
between Reynolds Metals Company and The Bank of New York,
as Trustee, relating to Debt Securities. (File No. 001-
01430, Form 10-Q Report for the Quarter Ended March 31,
1989, Exhibit 4(c))
*4.4 Amendment No. 1 dated as of November 1, 1991 to the
Indenture. (File No. 001-01430, 1991 Form 10-K Report,
Exhibit 4.4)
*4.5 Rights Agreement dated as of March 8, 1999 between
Reynolds Metals Company and ChaseMellon Shareholder
Services, L.L.C. (File No. 001-01430, Form 8-K Report
dated March 8, 1999, pertaining to Preferred Stock
Purchase Rights, Exhibit 4.1)
______________
* Incorporated by reference
** To be filed by amendment or as an exhibit to a document to be
incorporated by reference in the Registration Statement.
II-2
<PAGE> II-3
*4.6 Form of 9 3/8% Debenture due June 15, 1999. (File
No. 001-01430, Form 8-K Report dated June 6, 1989,
Exhibit 4)
*4.7 Form of Fixed Rate Medium-Term Note. (Registration
Statement No. 33-30882 on Form S-3, dated August 31,
1989, Exhibit 4.3)
*4.8 Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3, dated
August 31, 1989, Exhibit 4.4)
*4.9 Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 001-01430, 1991 Form 10-K Report, Exhibit 4.15)
*4.10 Form of Book-Entry Floating Rate Medium-Term Note.
(File No. 001-01430, 1991 Form 10-K Report, Exhibit 4.16)
*4.11 Form of 9% Debenture due August 15, 2003. (File No.
001-01430, Form 8-K Report dated August 16, 1991, Exhibit
4(a))
5 Opinion of D. Michael Jones, Esq., Senior Vice President
and General Counsel
8 Opinion of Robert A. Warwick, Esq., Tax Counsel
12 Statement re Computation of Ratios of Earnings to Fixed
Charges
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 The consent of D. Michael Jones, Esq. is contained in
his opinion. See Exhibit 5 hereto.
23.3 The consent of Robert A. Warwick, Esq. is contained
in his opinion. See Exhibit 8 hereto.
24 Powers of Attorney
25 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939 of The Bank of New York Designated
to Act as Trustee under the Indenture
______________
* Incorporated by reference
II-3
<PAGE> II-4
ITEM 17. 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:
(a) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(b) 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, unless such information required to be included in
such post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference; notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(c) 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;
(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; and
(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 Section 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 or
controlling persons of the Registrant pursuant to the provisions
referred to in Item 15 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than
II-4
<PAGE> II-5
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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-5
<PAGE> II-6
SIGNATURES
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-3 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 the 28th day
of May, 1999.
REYNOLDS METALS COMPANY
By /s/ Jeremiah J. Sheehan
--------------------------
Jeremiah J. Sheehan
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated, on May 28, 1999.
/s/ William E. Leahey, Jr. /s/ Jeremiah J. Sheehan
------------------------------ -----------------------------
William E. Leahey, Jr., Jeremiah J. Sheehan, Director,
Executive Vice President and Chairman of the Board and
Chief Financial Officer Chief Executive Officer
(Principal Financial Officer) (Principal Executive Officer)
* Patricia C. Barron * John R. Hall
------------------------------ -----------------------------
Patricia C. Barron, Director John R. Hall, Director
* Robert L. Hintz * William H. Joyce
------------------------------ -----------------------------
Robert L. Hintz, Director William H. Joyce, Director
* Mylle Bell Mangum * D. Larry Moore
------------------------------ -----------------------------
Mylle Bell Mangum, Director D. Larry Moore, Director
/s/ Randolph N. Reynolds * James M. Ringler
------------------------------ -----------------------------
Randolph N. Reynolds, Director James M. Ringler, Director
II-6
<PAGE> II-7
* Samuel C. Scott, III * Joe B. Wyatt
------------------------------ -----------------------------
Samuel C. Scott, III, Director Joe B. Wyatt, Director
/s/ Allen M. Earehart
------------------------------
Allen M. Earehart,
Senior Vice President and Controller
(Principal Accounting Officer)
*By /s/ D. Michael Jones
------------------------------
D. Michael Jones, Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
*1.1 Underwriting Agreement dated June 6, 1989 (the
"Underwriting Agreement"). (File No. 001-01430, Form 8-K
Report dated June 14, 1989, Exhibit 1)
*1.2 Amendment No. 1 dated February 9, 1990 to the
Underwriting Agreement. (File No. 001-01430, Form 8-K
Report dated February 22, 1990, Exhibit 1(a))
*1.3 Amendment No. 2 dated August 12, 1991 to the
Underwriting Agreement. (File No. 001-01430, Form 8-K
Report dated August 16, 1991, Exhibit 1(a))
**1.4 Form of Distribution Agreement relating to Medium-Term
Notes
*4.1 Restated Certificate of Incorporation, as amended to
the date hereof. (File No. 001-01430, 1998 Form 10-K
Report, Exhibit 3.1)
*4.2 By-Laws, as amended to the date hereof. (File No.
001-01430, 1998 Form 10-K Report, Exhibit 3.2)
*4.3 Indenture dated as of April 1, 1989 (the "Indenture")
between Reynolds Metals Company and The Bank of New York,
as Trustee, relating to Debt Securities. (File No. 001-
01430, Form 10-Q Report for the Quarter Ended March 31,
1989, Exhibit 4(c))
*4.4 Amendment No. 1 dated as of November 1, 1991 to the
Indenture. (File No. 001-01430, 1991 Form 10-K Report,
Exhibit 4.4)
*4.5 Rights Agreement dated as of March 8, 1999 between
Reynolds Metals Company and ChaseMellon Shareholder
Services, L.L.C. (File No. 001-01430, Form 8-K Report
dated March 8, 1999, pertaining to Preferred Stock
Purchase Rights, Exhibit 4.1)
*4.6 Form of 9 3/8% Debenture due June 15, 1999. (File
No. 001-01430, Form 8-K Report dated June 6, 1989,
Exhibit 4)
*4.7 Form of Fixed Rate Medium-Term Note. (Registration
Statement No. 33-30882 on Form S-3, dated August 31,
1989, Exhibit 4.3)
*4.8 Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3, dated
August 31, 1989, Exhibit 4.4)
*4.9 Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 001-01430, 1991 Form 10-K Report, Exhibit 4.15)
*4.10 Form of Book-Entry Floating Rate Medium-Term Note.
(File No. 001-01430, 1991 Form 10-K Report, Exhibit 4.16)
________________
* Incorporated by reference
** To be filed by amendment or as an exhibit to a document to be
incorporated by reference in the Registration Statement.
<PAGE>
*4.11 Form of 9% Debenture due August 15, 2003. (File No.
001-01430, Form 8-K Report dated August 16, 1991, Exhibit
4(a))
5 Opinion of D. Michael Jones, Esq., Senior Vice President
and General Counsel
8 Opinion of Robert A. Warwick, Esq., Tax Counsel
12 Statement re Computation of Ratios of Earnings to Fixed
Charges
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 The consent of D. Michael Jones, Esq. is contained in
his opinion. See Exhibit 5 hereto.
23.3 The consent of Robert A. Warwick, Esq. is contained
in his opinion. See Exhibit 8 hereto.
24 Powers of Attorney
25 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939 of The Bank of New York Designated
to Act as Trustee under the Indenture
_____________
* Incorporated by reference
EXHIBIT 5
May 28, 1999
Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia 23230
Ladies and Gentlemen:
I am Senior Vice President and General Counsel 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-3 (the "Registration
Statement") filed with the Securities and Exchange Commission
relating to the registration under the Securities Act of 1933 of
debt securities of the Company having an aggregate initial
offering price of up to $150,000,000 (the "Debt Securities"). The
Debt Securities are to be offered from time to time by the
Company on terms to be determined at the time of the offering and
are to be issued under an Indenture, dated as of April 1, 1989,
as amended by Amendment No. 1 dated as of November 1, 1991 (the
"Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee").
I, or attorneys under my supervision, have examined such
corporate records, certificates and other documents, and reviewed
such questions of law, as I have considered relevant or necessary
for the purpose of this opinion.
Based upon the foregoing, in my opinion, the Debt
Securities, when duly executed and delivered by the Company and
authenticated by the Trustee in accordance with the Indenture,
with the terms of any series thereof having been duly established
in conformity with the Indenture, and when issued for value as
contemplated by the Registration Statement, will be legally
issued and will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their
respective terms, except as enforceability may be limited by
applicable bankruptcy, reorganization, insolvency, fraudulent
transfer, moratorium and similar laws affecting the enforcement
of creditors' rights generally and by general equitable princ
iples, and except that no opinion is expressed as to the avai
lability of the remedy of specific performance.
<PAGE> 2
Reynolds Metals Company
May 28, 1999
Page 2
I express no opinion as to the laws of jurisdictions other
than the laws of the State of New York, the General Corporation
Law of the State of Delaware, and the federal laws of the United
States of America.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ D. Michael Jones
D. Michael Jones
Exhibit 8
May 28, 1999
Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia 23230
Gentlemen:
I am Tax Counsel of Reynolds Metals Company (the "Company").
I have acted as tax counsel to the Company in connection with,
and have participated in the preparation of, a Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission (the "Registration Statement") relating to the
registration under the Securities Act of 1933 of debt securities
of the Company having an aggregate initial offering price of up
to $150,000,000 (the "debt securities").
In my opinion, the following are the material United States
federal income tax consequences of the purchase and ownership of
debt securities which are held as capital assets by United States
Holders (as defined below). This opinion does not deal with
special classes of holders such as dealers in securities or
currencies, persons holding debt securities as a hedge or debt
securities that are hedged against currency risks, non-United
States Holders or United States Holders whose functional
currency is other than U.S. Dollars.
In reaching this opinion, I have relied on the provisions of
the United States Internal Revenue Code of 1986 (the "Code") and
final or temporary United States Treasury Regulations
("Regulations"). In the absence of final or temporary
Regulations, I have relied on available proposed Regulations and
legislative history.
As used in this opinion, the term "United States Holder"
means a beneficial owner of a debt security that is for United
States federal income tax purposes (1) a citizen or resident
of the United States, (2) a corporation, partnership or other
entity (treated as a corporation or a partnership for federal
income tax purposes) created or organized in or under the laws
of the United States, any state thereof or the District of
Columbia (other than a partnership that is not treated as a
United States person under any applicable Treasury regulations),
(3) an estate whose income is subject to United States federal
income tax regardless of its source or (4) a trust if a court
within the United States is able to exercise primary supervision
over the administration of the trust and one or more United
States persons have the authority to control all substantial
decisions of the trust.
<PAGE> 2
Reynolds Metals Company
May 28, 1999
Page 2
Payments of Interest. Interest on a debt security, other
than interest that is taxable under Code rules dealing with
original issue discount or market discount, will be taxable
to a United States Holder as ordinary income at the time it is
received or accrued, depending on the United States Holder's
method of accounting for tax purposes.
Purchase, Sale and Retirement of the Debt Securities. A
United States Holder's tax basis in a debt security which is not
an original issue discount security will be its U.S. dollar
cost. A United States Holder will recognize gain or loss on
the sale or retirement of a debt security equal to the
difference between the amount realized on the sale or
retirement and its tax basis in the debt security. To the
extent the amount received upon sale or retirement of a debt
security represents accrued interest, the United States Holder
will treat such amount as interest income as described above
in "Payments of Interest." Except in the case of certain
original issue discount securities, gain or loss recognized on
the sale or retirement of a debt security will be capital gain or
loss and will be long-term capital gain or loss if the debt
security was held for more than one year.
Original Issue Discount Securities. Under the Code, if debt
securities having a maturity of more than one year from their
date of issue are issued at an original issue discount, United
States Holders generally will be required to include such
original issue discount in gross income for United States
federal income tax purposes before receiving cash attributable
to such income. Special rules would apply to debt securities
having a maturity of less than one year issued at an original
issue discount.
Backup Withholding and Information Reporting
Payments of principal, premium, if any, and interest, if
any, made within the United States by the Company or any of its
Paying Agents, and the accrual of original issue discount are
generally subject to information reporting with respect to non-
corporate United States Holders. "Backup withholding" at a rate
of 31% will apply to such payments if the United States Holder
fails to provide an accurate taxpayer identification number or to
report all interest and dividends required to be shown on its
federal income tax returns.
I consent to the reference to me under the captions "United
States Taxation" and "Legal Matters" in the Registration
Statement and to the filing of a copy of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Robert A. Warwick
Robert A. Warwick
Tax Counsel
EXHIBIT 12
REYNOLDS METALS COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 1ST QUARTER
----------------------------- -----------
1994 1995 1996 1997 1998 1998 1999
----------------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
FIXED CHARGES
Interest expensed and capitalized $161 $179 $173 $161 $126 $ 36 $24
Estimate of interest within
rental expense 15 16 17 15 12 3 3
----------------------------- -----------
TOTAL FIXED CHARGES $176 $195 $190 $176 $138 $ 39 $27
============================= ===========
EARNINGS
Additions:
Pre-tax income (loss) from
continuing operations before
adjustment for minority interest
or equity earnings $170 $530 $120 $230 $198 $ 82 $(5)
Fixed charges (from above) 176 195 190 176 138 39 27
Amortization of capitalized
interest 4 4 4 4 3 1 1
Distributed income of equity
investees 1 2 5 7 12 1 -
Subtractions:
Interest capitalized (5) (7) (13) (8) (12) (2) (5)
----------------------------- -----------
TOTAL EARNINGS $346 $724 $306 $409 $339 $121 $18
============================= ===========
RATIO OF EARNINGS TO FIXED
CHARGES 2.0 3.7 1.6 2.3 2.5 3.1
DEFICIT $(9)
</TABLE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Reynolds Metals Company for the registration of
$150 million of debt securities and to the incorporation by
reference therein of our report dated February 19, 1999, 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, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
May 21, 1999
EXHIBIT 24
Powers of Attorney from the following persons are attached:
Patricia C. Barron
John R. Hall
Robert L. Hintz
William H. Joyce
Mylle Bell Mangum
D. Larry Moore
James M. Ringler
Samuel C. Scott, III
Joe B. Wyatt
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, her
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for her and in her name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ Patricia C. Barron
------------------------------
Patricia C. Barron
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ John R. Hall
------------------------------
John R. Hall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ Robert L. Hintz
------------------------------
Robert L. Hintz
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ William H. Joyce
------------------------------
William H. Joyce
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, her
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for her and in her name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ Mylle Bell Mangum
------------------------------
Mylle Bell Mangum
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ D. Larry Moore
------------------------------
D. Larry Moore
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ James M. Ringler
------------------------------
James M. Ringler
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ Samuel C. Scott, III
------------------------------
Samuel C. Scott, III
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints D. Michael Jones and Brenda A. Hart, or either of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any and all
Registration Statements on Form S-3, or on such other form as may be
appropriate, for registration of up to $150,000,000 principal amount of
unsecured debt securities of the Company, and any and all amendments
(including post-effective amendments) to such Registration Statements, and
to file the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements, pricing supplements, and
documents in connection therewith, with the Securities and Exchange
Commission; granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 30th day of April, 2000.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of April, 1999.
/s/ Joe B. Wyatt
------------------------------
Joe B. Wyatt
Exhibit 25
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [__]
___________________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
___________________________
REYNOLDS METALS COMPANY
(Exact name of obligor as specified in its charter)
Delaware 54-0355135
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
6601 West Broad Street
Richmond, VA 23230
(Address of principal executive offices) (Zip code)
___________________________
Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
<PAGE> 2
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
- -----------------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------------
Superintendent of Banks of the 2 Rector Street, New York, N.Y.
State of New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Washington, D.C. 20429
Corporation
New York Clearing House New York, New York 10005
Association
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
1 to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
- 2 -
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on the 26th day of May, 1999.
THE BANK OF NEW YORK
By: /s/ MARY LAGUMINA
--------------------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
- 3 -
<PAGE>
- ----------------------------------------------------------------------------
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of
business March 31, 1999, published in accordance with a call
made by the Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from
depository institutions:
Noninterest-bearing balances and
currency and coin..................... $4,508,742
Interest-bearing balances.............. 4,425,071
Securities:
Held-to-maturity securities........... 836,304
Available-for-sale securities......... 4,047,851
Federal funds sold and Securities
purchased under agreements to
resell................................ 1,743,269
Loans and lease financing receivables:
Loans and leases, net of unearned
income................39,349,679
LESS: Allowance for loan and
lease losses............603,025
LESS: Allocated transfer risk
reserve..................15,906
Loans and leases, net of unearned
income, allowance, and reserve....... 38,730,748
Trading Assets......................... 1,571,372
Premises and fixed assets
(including capitalized leases)........ 685,674
Other real estate owned................ 10,331
Investments in unconsolidated
subsidiaries and associated
companies............................. 182,449
Customers' liability to this bank
on acceptances outstanding............ 1,184,822
Intangible assets...................... 1,129,636
Other assets........................... 2,632,309
-----------
Total assets........................... $61,688,578
===========
<PAGE> 2
LIABILITIES
Deposits:
In domestic offices................... $25,731,036
Noninterest-bearing.........10,252,589
Interest-bearing............15,478,447
In foreign offices, Edge and
Agreement subsidiaries, and IBFs..... 18,756,302
Noninterest-bearing............111,386
Interest-bearing............18,644,916
Federal funds purchased and
Securities sold under agreements
to repurchase......................... 3,276,362
Demand notes issued to the
U.S. Treasury......................... 230,671
Trading liabilities.................... 1,554,493
Other borrowed money:
With remaining maturity of one
year or less......................... 1,154,502
With remaining maturity of more
than one year through three years.... 465
With remaining maturity of more
than three years..................... 31,080
Bank's liability on acceptances
executed and outstanding.............. 1,185,364
Subordinated notes and debentures...... 1,308,000
Other liabilities...................... 2,743,590
-----------
Total liabilities...................... 55,971,865
===========
EQUITY CAPITAL
Common stock........................... 1,135,284
Surplus................................ 764,443
Undivided profits and capital
reserves.............................. 3,807,697
Net unrealized holding gains
(losses) on available-for-sale
securities............................ 44,106
Cumulative foreign currency
translation adjustments............... ( 34,817)
-----------
Total equity capital................... 5,716,713
Total liabilities and equity -----------
capital............................... $61,688,578
===========
</TABLE>
- 2 -
<PAGE> 3
I, Thomas J. Mastro, Senior Vice President and
Comptroller of the above-named bank do hereby declare that
this Report of Condition has been prepared in conformance
with the instructions issued by the Board of Governors of
the Federal Reserve System and is true to the best of my
knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the
correctness of this Report of Condition and declare that it
has been examined by us and to the best of our knowledge and
belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal
Reserve System and is true and correct.
--
Thomas A. Reyni ]
Alan R. Griffith ] Directors
Gerald L. Hassell ]
--
- --------------------------------------------------------------------
- 3 -
