Rule 424(b)(3)
Registration No. 33-43443
Pricing Supplement No. 39
Dated May 13, 1999
To Prospectus dated November 5, 1991 and
Prospectus Supplement dated November 6, 1991
REYNOLDS METALS COMPANY
Medium-Term Notes
Due from 9 Months to 30 Years from Date of Issue
This Pricing Supplement describes our sale of Notes through Merrill
Lynch & Co., as agent. Except as set forth in this Pricing Supplement, the
Notes offered hereby have such terms as are described in the Prospectus
dated November 5, 1991, as amended and supplemented by the Prospectus
Supplement dated November 6, 1991.
Principal Amount: $100,000,000
Interest Rate (fixed rate): 7.00%
Stated Maturity: May 15, 2009
Amortization Schedule: Installments of principal on the Notes
will be paid annually on each May 15,
beginning May 15, 2005, to the persons
in whose names the Notes are registered
at the close of business on the May 1
immediately preceding such May 15. The
principal installments to be paid on
each payment date for each $100,000
original principal amount are set forth
below:
Principal
Payment Date Payment
------------ -------
May 15, 2005 $20,000
May 15, 2006 20,000
May 15, 2007 20,000
May 15, 2008 20,000
May 15, 2009 20,000
Specified Currency: U.S. dollars
Issue price (as a percentage of
principal amount): 100%
Selling Agent's commission (%): 0.60%
<PAGE> 2
Net proceeds to Reynolds (%): 99.40%
Settlement date (original
issue date): May 18, 1999
Redemption Commencement
Date (if any): None. The Notes are not redeemable
by Reynolds before their Stated Maturity.
Put Right of Holders upon
a Designated Event and
a Rating Decline: Applicable
Interest Payment Date(s): As stated in the Prospectus Supplement
Regular Record Date(s): As stated in the Prospectus Supplement
Book-Entry Note: Applicable
CUSIP No.: 76176L FF 3
As of the date of this Pricing Supplement, we have sold $1,637,500,000
aggregate principal amount (having an aggregate initial public offering
price of $1,637,250,000) of debt securities described in the Prospectus,
including the Notes to which this Pricing Supplement relates.
USE OF PROCEEDS
We intend to add the net proceeds from the sale of the Notes to our
general funds to be used for general corporate purposes, including
reduction of outstanding indebtedness. The indebtedness to be repaid
initially consists of commercial paper (currently bearing interest at an
average annual rate of 4.9%) incurred in the second quarter of 1999, the
proceeds from which were used for general corporate purposes. Thereafter,
we intend to re-issue commercial paper, using the proceeds to repay at
maturity $100,000,000 aggregate principal amount of Reynolds' 9-3/8%
Debentures due June 15, 1999.
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<PAGE> 3
SELECTED FINANCIAL INFORMATION
The following table summarizes selected financial information relating
to Reynolds and its consolidated subsidiaries for the five years ended
December 31, 1998 and the quarters ended March 31, 1998 and 1999.
You should read this information in conjunction with the audited
consolidated financial statements and notes contained in our annual report
on Form 10-K for the year ended December 31, 1998 and the unaudited
consolidated financial statements and notes contained in our quarterly
report on Form 10-Q for the quarter ended March 31, 1999. In the opinion
of our management, the quarterly amounts contain all adjustments
(consisting only of normal recurring accruals) necessary for a fair
statement of the results of operations for such periods. The results for
the quarterly periods are not necessarily indicative of results for a full
year.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
($ 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 $9 million.
</FN>
</TABLE>
<TABLE>
<CAPTION>
QUARTERS
ENDED MARCH 31
---------------------
1998 1999
---- ----
($ 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>
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WHERE YOU CAN FIND MORE INFORMATION
The reports, proxy statements and other information that Reynolds files
with the SEC, which are described under the heading "AVAILABLE INFORMATION"
in the Prospectus, are also available from the SEC's web site at
http://www.sec.gov.
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