SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
REYNOLDS METALS COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 54-0355135
(State of Incorporation or Organization) (IRS Employer Identification No.)
6601 West Broad Street
Richmond, Virginia 23230
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b)of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d)(2),
please check the following box: [X] please check the following box: [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
Rights to Purchase Series A New York Stock Exchange, Inc.
Junior Participating Preferred
Stock, without par value
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of Class)
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The undersigned registrant hereby amends and supplements Items 1 and 2
of its Registration Statement on Form 8-A (File No. 001-01430), filed with the
Securities and Exchange Commission (the "Commission") on December 1, 1997, as
amended by Form 8-A/A filed with the Commission on March 11, 1999.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
We have amended our rights agreement so that our recently announced
merger with Alcoa and Alcoa's announcement of its intention to commence a tender
offer for our common stock, which was withdrawn in connection with the merger,
do not cause the rights to separate from the common or permit our stockholders
to exercise the rights. A complete description of the amendment to our rights
agreement is set forth below.
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT. On August
18, 1999, Reynolds Metals Company (the "Company") and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (the "Rights Agent"), entered into the First
Amendment (the "Amendment") to the Amended and Restated Rights Agreement, dated
as of March 8, 1999, between the Company and the Rights Agent (the "Rights
Agreement"). The Amendment provides, among other things, that none of Alcoa
Inc., a Pennsylvania corporation ("Alcoa"), Merger Sub, Surviving
Corporation (as those terms are defined in the Amendment), nor any of their
Affiliates or Associates will be deemed to be an Acquiring Person by virtue of
the approval, execution or delivery of the Agreement and Plan of Merger, dated
as of August 18, 1999 (the "Alcoa Merger Agreement") among the Company, Merger
Sub and Alcoa or the consummation of the transactions contemplated thereby. In
addition the Amendment provides that a Distribution Date will not be deemed to
occur as a result of (i) any public announcement by Alcoa prior to the date of
the Alcoa Merger Agreement of its intention to commence a tender offer for any
portion of the outstanding common stock, no par value (the "Common Stock") of
the Company or (ii) the execution of the Alcoa Merger Agreement, the
consummation of the transactions contemplated thereby, including the merger of
the Company and Merger Sub (the "Alcoa Merger") or the announcement of the
execution of the Alcoa Merger Agreement.
The Amendment further provides that the Expiration Date will be
December 1, 2007 or, if earlier, immediately prior to the consummation of the
Alcoa Merger (the "Alcoa Merger") upon written notice to the Rights Agent.
The Amendment also adds a new Section 35 to the Rights Agreement,
providing that notwithstanding any other provision of the Rights Agreement, as
amended by the Amendment, neither the (i) approval, execution or delivery of the
Alcoa Merger Agreement or the consummation of the transactions contemplated
thereby or (ii) any public announcement by Alcoa prior to the date of the Alcoa
Merger Agreement of its intention to commence a tender offer for any portion of
the outstanding Common Stock, will be deemed to be an event described in Section
11(a)(ii) or Section 13 of the Rights Agreement, nor will any of the foregoing
result in the occurrence of a Stock Acquisition Date, a Distribution Date or any
other separation of the Rights from the underlying Common Stock, nor entitle or
permit the holders of the Rights to exercise the Rights or otherwise affect the
rights of the holders of Rights, including giving the holders of the Rights the
right to acquire securities of any party to the Alcoa Merger Agreement.
The Amendment is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing summary of the Amendment is qualified in its
entirety by reference to the full text of such exhibit.
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ITEM 2. EXHIBITS
1. First Amendment dated August 20, 1999 to the Amended and Restated
Rights Agreement dated March 8, 1999 between Reynolds Metals
Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.
2. Amended and Restated Rights Agreement dated as of March 8, 1999
between Reynolds Metals Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (incorporated by reference to
Exhibit 4.1 of the Form 8-K filed by Reynolds Metals Company on
March 8, 1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 19, 1999
REYNOLDS METALS COMPANY
By:/s/ DONNA C. DABNEY
-------------------------
Name: Donna C. Dabney
Title: Secretary
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EXHIBIT LIST
1. First Amendment dated August 20, 1999 to the Amended and Restated
Rights Agreement dated March 8, 1999 between Reynolds Metals
Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.
2. Amended and Restated Rights Agreement dated as of March 8, 1999
between Reynolds Metals Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (incorporated by reference to
Exhibit 4.1 of the Form 8-K filed by Reynolds Metals Company on
March 8, 1999).
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Exhibit 1
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
FIRST AMENDMENT (this "Amendment"), dated as of August 20, 1999, to the
Amended and Restated Rights Agreement, dated as of March 8, 1999 (the "Rights
Agreement") among Reynolds Metals Company, a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agent"). Capitalized terms used but not defined herein, unless the
context otherwise requires, have the meanings ascribed to such terms in the
Rights Agreement.
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof;
WHEREAS, Alcoa Inc., a Pennsylvania corporation ("Alcoa"), previously
announced its intention to commence a tender offer (the "Alcoa Offer") for all
of the outstanding shares of Common Stock;
WHEREAS, it is proposed that, in lieu of the Alcoa Offer, Alcoa and the
Company enter into an Agreement and Plan of Merger (as it may be amended or
supplemented from time to time, the "Alcoa Merger Agreement"), dated as of
August 18, 1999 among the Company, RLM Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of Alcoa ("Merger Sub"), and Alcoa which provides
for, among other things, the merger of Merger Sub with and into the Company (the
"Alcoa Merger");
WHEREAS, the Alcoa Merger Agreement requires the Company to amend the
Rights Agreement so that the Rights Agreement is not applicable to Alcoa, Merger
Sub, the Alcoa Merger Agreement, the Alcoa Merger or any other transaction
contemplated thereby; and
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company and its stockholders to amend the Rights Agreement to
exempt the announcement of the Alcoa Offer, the Alcoa Merger Agreement and the
transactions contemplated thereby from the application of the Rights Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
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"Notwithstanding anything in this Agreement to the contrary, none
of Alcoa Inc., a Pennsylvania corporation ("Alcoa"), Merger Sub
(as defined in the Alcoa Merger Agreement (as defined below)),
the Surviving Corporation (as defined in the Alcoa Merger
Agreement), nor any of their Affiliates or Associates, shall be
deemed to be an Acquiring Person by virtue of the approval,
execution or delivery of the Agreement and Plan of Merger, dated
as of August 18, 1999 (as the same may be amended from time to
time, the "Alcoa Merger Agreement"), among the Company, Merger
Sub and Alcoa or the consummation of the transactions
contemplated thereby."
2. Section 3(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as the
result of (i) any public announcement by Alcoa prior to the date
of the Alcoa Merger Agreement of its intention to commence a
tender offer for any portion of the outstanding Common Stock or
(ii) the execution of the Alcoa Merger Agreement, the
consummation of the transactions contemplated thereby, including,
without limitation, the merger of the Company and Merger Sub (the
"Alcoa Merger") or the announcement of the execution of the
Alcoa Merger Agreement."
3. Section 3(c) and Section 7(a) of the Rights Agreement are
hereby modified and amended to change each reference to "December 1, 2007" to
"December 1, 2007 or, if earlier, immediately prior to the consummation of the
Alcoa Merger as contemplated by the Alcoa Merger Agreement and upon written
notice of such contemplated act to the Rights Agent", it being understood that
December 1, 2007 or, if applicable, such earlier date, shall for all purposes of
the Rights Agreement be deemed to be the "Expiration Date".
4. Section 29 of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder
of Rights or any other Person any legal or equitable rights,
remedies or claims under this Agreement by virtue of (i) any
announcement by Alcoa prior to the date of the Alcoa Merger
Agreement of its intention to commence a tender offer for any
portion of the outstanding Common Stock; or (ii) the execution of
the Alcoa Merger Agreement or the consummation of the
transactions contemplated thereby."
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5. The Rights Agreement is hereby further modified and amended by
adding a new Section 35 immediately after the end of Section 34 thereof to read
in its entirety as follows:
"Section 35. ALCOA OFFER AND THE ALCOA MERGER AGREEMENT.
Notwithstanding any other provision of this Rights Agreement, as
amended by this Amendment, neither (i) the execution of the
transactions contemplated thereby or (ii) any public announcement
by Alcoa prior to the date of the Alcoa Merger Agreement of its
intention to commence a tender offer for any portion of the
outstanding Common Stock shall be deemed to be an event described
in Section 11(a)(ii) or Section 13 hereof, nor will any of the
foregoing result in the occurrence of a Stock Acquisition Date, a
Distribution Date or any other separation of the Rights from the
underlying Common Stock, nor entitle or permit the holders of the
Rights to exercise the Rights or otherwise affect the rights of
the holders of Rights, including giving the holders of the Rights
the right to acquire securities of any party to the Alcoa Merger
Agreement."
6. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
7. This Amendment may be executed in any number of counterparts,
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
8. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all of the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the date and year first above written.
REYNOLDS METALS COMPANY
By: /s/ DONNA C. DABNEY
-----------------------------
Name: Donna C. Dabney
Title: Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
By: /s/ CONSTANCE ADAMS
-----------------------------
Name: Constance Adams
Title: Assistant Vice President
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