As filed with the Securities and Exchange Commission on July 16 ,
1999
Registration No. 333- 79563
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT NO. 1
to
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 July 16 , 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........................... 21
Plan of Distribution............................. 23
Legal Matters.................................... 24
Experts.......................................... 24
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. This prospectus
provides summaries of the material provisions of certain
material contracts and other documents, including
the indenture under which the debt securities will be issued.
Because this prospectus 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. We have included copies of these documents as
exhibits to our registration statement.
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, May 28, 1999 and June 1, 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 the indenture under which the
debt securities will be issued and 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.
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 the material provisions of the
identure 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.
Terms used in this summary have the meanings given
to them in the indenture. We have provided the defi-
nitions of capitalized terms used in this summary in the section
below entitled "Certain Definitions."
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
For the definitions of capitalized words used in the
following discussion of the restrictive covenants applicable to
the debt securities, please see the section below entitled
"Certain Definitions."
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
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of the property and such Lien comes into existence within 90 days
after the acquisition of such property;
(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
. 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
. 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 :
. inchoate or
. being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted for which adequate
reserves are being maintained. (Section 1009)
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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:
. 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 :
. between Reynolds and a Consolidated Subsidiary or between
Consolidated Subsidiaries;
. involving a lease for a period, including renewals, of three years
or less; or
. that existed on April 1, 1989. (Section 1010)
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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 under the indenture, and no event which, after
notice or lapse of time or both, would become an
event of default under the indenture , would occur and
be continuing (see "Events of Default" below) ; 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 definitions of capitalized words
used in this summary. These and other definitions are contained in the
indenture to which we refer you.
"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
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.
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"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 :
. for the purchase or payment of any such primary
obligation or
. 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.
"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.
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"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 subject to the
jurisdiction of the Pension Benefit Guaranty
Corporation. A "Plan" means at any particular time any
employee benefit plan which is covered by the Employee
Retirement Income Security Act of 1974 ("ERISA") and in
respect of which Reynolds or an entity which is under common
control with Reynolds within the meaning of Section 4001 of
ERISA is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an
employer as defined in Section 3(5) of ERISA.
"Outstanding" when used with respect to debt
securities, means, as of the date of determination, all debt
securities previously authenticated and delivered under the
indenture, except:
. debt securities previously cancelled by the trustee or
delivered to the trustee for cancellation;
. debt securities for whose payment or redemption money
in the necessary amount has been deposited with the trustee
or any paying agent (other than Reynolds) in trust or set
aside and segregated in trust by Reynolds (if Reynolds acts
as its own paying agent) for the holders of such debt
securities and any related coupons; provided that if such
debt securities are to be redeemed, notice of such
redemption has been duly given under the indenture or
provision for such notice satisfactory to the trustee has
been made; and
. mutilated, destroyed, lost or stolen debt securities
that are due and payable or are about to become due and
payable and which have been paid by Reynolds in its
discretion in lieu of replacement in accordance with the
provisions of the indenture, or debt securities in exchange
for or in lieu of which other debt securities have been
authenticated and delivered under the indenture, other than
debt securities held by a bona fide purchaser in whose hands
such debt securities are valid obligations of Reynolds.
"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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. 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.
"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by Reynolds or by
one or more other Subsidiaries, or by Reynolds and one or more other
Subsidiaries. For purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power
by reason of any contingency.
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:
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. 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;
. 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 under the indenture 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
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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;
. 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:
. maintenance of Reynolds' properties;
. maintenance of insurance;
. limitations on liens; or
. 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 in the payment of the principal of or any premium
or interest on any debt security of such series or
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<PAGE> 20
. a default 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, the following will apply:
. 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;
. 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 above in the preceding clause
of such debt security); and
. 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)
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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)
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
The following is a summary of the material
United States federal income tax consequences of the purchase and
ownership of debt securities to holders who acquire the debt
securities in connection with their original issuance and hold them
as capital assets. This summary is based on the opinion of Robert A.
Warwick, Esq., Tax Counsel of Reynolds. This summary 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, "United States Holders"
(as defined below) whose functional currency is other than U.S. dollars
or non-United States Holders .
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 summary 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.
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United States Holders
As used in this summary , the term "United
States Holder" means a beneficial owner of a debt security that
is for United States federal income tax purposes :
. a citizen or resident of the United States;
. 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);
. an estate whose income is subject to United States federal
income tax regardless of its source; or
. 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 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.
22
<PAGE> 23
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
. 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.
23
<PAGE> 24
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.
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.
24
<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 Fixed Rate Medium-Term Note. (Registration
Statement No. 33-30882 on Form S-3, dated August 31,
1989, Exhibit 4.3)
*4.7 Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3, dated
August 31, 1989, Exhibit 4.4)
*4.8 Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 001-01430, 1991 Form 10-K Report, Exhibit 4.15)
*4.9 Form of Book-Entry Floating Rate Medium-Term Note.
(File No. 001-01430, 1991 Form 10-K Report, Exhibit 4.16)
*4.10 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
*** Previously filed
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 Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Henrico,
Commonwealth of Virginia, on the 16th day
of July , 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 Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated,
on July 16 , 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 Fixed Rate Medium-Term Note. (Registration
Statement No. 33-30882 on Form S-3, dated August 31, 1989,
Exhibit 4.3)
*4.7 Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3, dated
August 31, 1989, Exhibit 4.4)
*4.8 Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 001-01430, 1991 Form 10-K Report, Exhibit 4.15)
*4.9 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>
*4.10 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
*** Previously filed
EXHIBIT 5
July 16, 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, as amended by Amendment No.
1 thereto (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
principles, and except that no opinion is expressed as to the
availability of the remedy of specific performance.
<PAGE>
Reynolds Metals Company
July 16, 1999
Page 2
I express no opinion as to the laws of jurisdictions other
than the laws of the State of New York, the Delaware General
Corporation Law (including, for the avoidance of doubt, the
case law thereunder), and the federal laws of the United States
of America.
I consent to the filing of this opinion as an exhibit to
Amendment No. 1 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 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in Amendment No. 1 to the Registration Statement (Form
S-3 No. 333-79563) 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
July 13, 1999
