As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 33-53851
---------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
6601 West Broad Street, Richmond, VA 23230
(Address of principal executive offices, including zip code)
-------
REYNOLDS METALS COMPANY
RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of plan)
-------
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 and telephone numbers, including area code, of
agents for service)
-------
<PAGE> 2
DEREGISTRATION OF SECURITIES
Pursuant to Registration Statement No. 33-53851 on Form S-8
(the "Registration Statement"), Reynolds Metals Company, a
Delaware corporation ("Reynolds"), registered 30,000 shares of
its Common Stock, without par value ("Reynolds Common Stock"), to
be offered under the Reynolds Metals Company Restricted Stock
Plan for Outside Directors.
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 terminated at
the Effective Time all offerings of Reynolds Common Stock under
its existing registration statements, including the Registration
Statement.
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, Reynolds hereby
removes from registration all shares of Reynolds Common Stock
registered under the Registration Statement which remained unsold
as of the Effective Time.
2
<PAGE> 3
SIGNATURES
THE REGISTRANT. 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-8 and has duly
caused this Post-Effective 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 this 20th day of June, 2000.
REYNOLDS METALS COMPANY
By D. MICHAEL JONES
--------------------------------
D. Michael Jones
Senior Vice President and General Counsel
(Agent for Service named in the
Registration Statement)
3
