As filed with the Securities and Exchange Commission on June 21, 2000
Registration No. 333-79563
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 54-0355135
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6601 West Broad Street, Richmond, VA 23230
(804) 281-2000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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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 code, and
telephone numbers, including area code, of agents for service)
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DEREGISTRATION OF SECURITIES AND WITHDRAWAL OF REGISTRATION
STATEMENT
Pursuant to Registration Statement No. 333-79563 on Form S-3
(the "Registration Statement"), Reynolds Metals Company, a
Delaware corporation ("Reynolds"), registered $150,000,000
principal amount of its debt securities. Pursuant to Rule 429 of
the Securities Act of 1933, as amended, the prospectus contained
in the Registration Statement also related to $12,500,000
principal amount of debt securities which remained unsold under
Reynolds' previously filed Registration Statement No. 33-43443 on
Form S-3.
On August 18, 1999, Alcoa Inc. ("Alcoa"), Reynolds and RLM
Acquisition Corp., a wholly owned subsidiary of Alcoa ("Merger
Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for a merger pursuant to which Merger Sub
would merge with and into Reynolds, with Reynolds surviving as a
wholly owned subsidiary of Alcoa (the "Merger"). The Merger
became effective upon the filing of a Certificate of Merger with
the Secretary of State of the State of Delaware on May 3, 2000
(the "Effective Time"). Under the terms of the Merger Agreement,
each outstanding share of Reynolds common stock was converted at
the Effective Time into the right to receive 1.06 shares of Alcoa
common stock. As a result of the Merger, Reynolds has terminated
all offerings of Reynolds debt securities under its existing
registration statements, including the Registration Statement.
Reynolds hereby:
(1) confirms that no securities have been issued pursuant
to the Registration Statement;
(2) deregisters all $150,000,000 principal amount of
debt securities originally registered under the
Registration Statement, plus $12,500,000 principal
amount of debt securities remaining unissued under
Registration Statement No. 33-43443 previously filed by
Reynolds, such deregistration being in accordance with
an undertaking made by Reynolds in the Registration
Statement to remove from registration, by means of a
post-effective amendment, any of the securities which
remain unsold at the termination of the offering; and
(3) pursuant to Rule 477 of the Securities Act of
1933, as amended, withdraws the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and Rule 478 thereunder, 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 Post-
Effective Amendment No. 2 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 this 21st day of June, 2000.
REYNOLDS METALS COMPANY
By D. MICHAEL JONES
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D. Michael Jones
Senior Vice President and General Counsel
(Agent for Service named in the
Registration Statement)
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