As filed with the Securities and Exchange Commission on January 24, 2000
Registration No. 333-79563
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT NO. 4
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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) per Unit(2) Offering Price(2) Fee(3)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities..... $150,000,000 100% $150,000,000 $41,700
==============================================================================
</TABLE>
(1)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.
(2)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.
(3)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 remained 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.
_________________
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 January 24, 2000
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 , 2000.
<PAGE> 2
TABLE OF CONTENTS
-----------------
Page
----
About this Prospectus ........................... 3
Reynolds Metals Company ......................... 3
Recent Developments ............................. 3
Where You Can Find More Information ............. 5
Use of Proceeds ................................. 6
Selected Financial Information .................. 7
Description of Debt Securities .................. 8
United States Taxation .......................... 22
Plan of Distribution ............................ 24
Legal Matters ................................... 25
Independent Accountants ......................... 25
2
<PAGE> 3
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that
Reynolds Metals Company filed with the Securities and Exchange
Commission using a "shelf" registration process. Under this
shelf process, Reynolds 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 Reynolds may offer. Each time Reynolds
sells debt securities, Reynolds 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, a Delaware corporation, is the
world's third-largest aluminum producer and the world's leading
aluminum foil producer. Reynolds' 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 has its principal executive offices at 6601 West
Broad Street, Richmond, Virginia 23230 (telephone number 804-281-
2000).
RECENT DEVELOPMENTS
On August 18, 1999, Reynolds, Alcoa Inc. and RLM Acquisition
Corp., a wholly owned subsidiary of Alcoa, entered into an
agreement and plan of merger. Under the merger agreement, each
outstanding share of Reynolds common stock would be converted
into 1.06 shares of Alcoa common stock, and Reynolds would become
wholly owned by Alcoa.
The Boards of Directors of both Reynolds and Alcoa have
approved the proposed merger, which is subject to customary
conditions, including approval by Reynolds' stockholders and
antitrust clearances. A special meeting of Reynolds'
stockholders has been scheduled for February 11, 2000 to consider
and vote on the merger agreement.
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<PAGE> 4
The Hart-Scott-Rodino Antitrust Improvements Act of 1976
prohibits Alcoa and Reynolds from completing the merger until
certain information has been furnished to the Antitrust Division
of the Department of Justice and the Federal Trade Commission,
and until certain waiting period requirements have been
satisfied. Alcoa filed a Hart-Scott-Rodino Premerger
Notification and Report Form on August 24, 1999, and Reynolds
filed such a Form on August 30, 1999. On September 29, 1999, the
Antitrust Division issued a request for additional information
and documentary material (a "second request"). Under the
applicable provisions of the Hart-Scott-Rodino Act, the merger
may not be consummated until the expiration of a statutory
waiting period, which expires 20 days after both Alcoa and
Reynolds substantially comply with the second request.
In Europe certain regulations require that Alcoa file a
premerger notification form with the Commission of the European
Communities prior to consummation of the proposed merger. Alcoa
filed such notification on November 18, 1999. This filing began
an initial one-month review period in which the European
Commission was required to determine whether there are
sufficiently "serious doubts" about the proposed merger's
compatibility with the common market to require a more complete
review. The initial one-month period expired on December 20,
1999, whereupon the European Commission issued a determination
that the proposed merger did require a more complete review. The
European Commission must complete its investigation and make a
final determination with respect to the proposed merger no later
than four months after December 20, 1999. Because EU holidays,
which have not yet been determined for 2000, automatically extend
timetables under the merger regulations, a final determination
regarding the proposed merger must be made no later than the
first half of May 2000.
Alcoa and Reynolds have also made filings under the
competition laws of Canada, Australia and certain other
countries. Alcoa and Reynolds have been advised that the
Canadian Competition Bureau has classified this merger as very
complex. Its review is expected to be completed by the end
of May, 2000.
The merger agreement contains certain restrictions on the
conduct of Reynolds' business before completion of the merger.
For example, Reynolds has agreed to operate its business only in
the ordinary course, to refrain from taking certain corporate
actions without the consent of Alcoa, and not to solicit
alternative acquisition proposals. Reynolds' issuance of the
debt securities offered by this prospectus is not restricted by
the merger agreement.
Reference is made to the merger agreement, which is
incorporated by reference in this prospectus.
On January 10, 2000, Alcoa announced that its Board of
Directors had declared a two-for-one split of Alcoa's common
stock, to be distributed on June 9, 2000 to Alcoa shareholders of
record on May 26, 2000. The stock split is subject to approval
of Alcoa shareholders who must approve an amendment to Alcoa's
articles to increase the authorized shares of common stock at
Alcoa's annual meeting on May 12, 2000. Shares of Alcoa stock
that are issued in the merger will be adjusted, as necessary, to
reflect the stock split.
Reynolds and Alcoa hope to complete the merger in the
first half of 2000. However, no assurances can be made that
the merger will be completed by then. Even if the merger is
completed, Alcoa has not undertaken to guarantee or
otherwise become liable for the debt securities offered by
Reynolds under this prospectus.
For additional information about Reynolds and Alcoa, see
"Where You Can Find More Information."
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<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
Reynolds and Alcoa file annual, quarterly and current
reports, proxy statements and other information with the SEC.
You may read and copy any such reports, statements or other
information filed by either company at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. The SEC filings
of Alcoa and Reynolds are also available to the public from
commercial document retrieval services and at the web site
maintained by the SEC at "http://www.sec.gov."
Reynolds has 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 about
Reynolds and the debt securities, you should refer to Reynolds'
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 and the merger agreement
among Alcoa, RLM Acquisition Corp. and Reynolds discussed under
"Recent Developments." 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.
The SEC allows us to "incorporate by reference" information
into this prospectus. This means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus. This
prospectus incorporates by reference the documents set forth
below that have previously been filed with the SEC. These
documents contain important information about Reynolds, Alcoa and
their operations.
REYNOLDS SEC FILING (FILE NO. 1-1430) PERIOD
Annual Report on Form 10-K as amended
by Amendment No. 1 on Form 10-K/A Year ended December 31, 1998
Quarterly Report on Form 10-Q as amended
by Amendment No. 1 on Form 10-Q/A Quarter ended March 31, 1999
Quarterly Report on Form 10-Q Quarter ended June 30, 1999
Quarterly Report on Form 10-Q Quarter ended September 30, 1999
Current Reports on Form 8-K Filed on March 3, 1999, March 8,
1999, April 1, 1999, May 28, 1999,
June 1, 1999, July 20, 1999,
August 19, 1999, October 20, 1999,
January 18, 2000 and January 19,
2000
ALCOA SEC FILING (FILE NO. 1-3610) PERIOD
Annual Report on Form 10-K Year ended December 31, 1998
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
5
<PAGE> 6
Quarterly Report on Form 10-Q Quarter ended June 30, 1999
Quarterly Report on Form 10-Q Quarter ended September 30, 1999
Current Reports on Form 8-K Filed on January 4, 1999,
January 11, 1999, August
27, 1999, November 12,
1999, January 10, 2000,
January 18, 2000, and
January 20, 2000
Reynolds is also incorporating by reference additional
documents that Reynolds files with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act between the date of this
prospectus and the date that Reynolds sells all of the debt
securities offered by this prospectus.
Reynolds has supplied all information contained or
incorporated by reference in this prospectus relating to
Reynolds, and Alcoa has supplied all information contained or
incorporated by reference in this prospectus relating to Alcoa.
Reynolds and Alcoa will send you the documents incorporated by
reference without charge, excluding exhibits to the information
that is incorporated by reference, unless the exhibits have been
specifically incorporated by reference in this prospectus.
Reynolds will also send you a copy of the indenture under which
the debt securities will be issued. You may obtain these
documents without charge by requesting them in writing or by
telephone from the appropriate party at the following addresses
and telephone numbers:
Reynolds Metals Company Alcoa Inc.
6601 West Broad Street 201 Isabella Street
Richmond, Virginia 23230 Pittsburgh, Pennsylvania 15212
Attn: Secretary (412) 553-4545
(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 information that is different from what is
contained in this prospectus. 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.
6
<PAGE> 7
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
nine months ended September 30, 1998 and 1999.
You should read this information in conjunction with the
audited consolidated financial statements and notes contained in
Reynolds' annual report on Form 10-K for the year ended December
31, 1998, as amended. See "Where You Can Find More Information."
In the opinion of Reynolds' management, the amounts for the nine
month periods 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 nine month
periods are not necessarily indicative of results for a full
year.
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS
ENDED
YEARS ENDED DECEMBER 31 SEPTEMBER 30
-------------------------------------- --------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
($ IN MILLIONS EXCEPT PER SHARE AND RATIO AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA
Revenues................ $5,925 $7,252 $7,016 $6,900 $5,859 $4,479 $3,438
Cost of products sold... 4,950 5,739 5,856 5,658 4,774 3,635 2,856
Selling, general and
administrative expenses. 376 449 445 406 378 282 254
Depreciation and
amortization............ 341 344 365 368 252 193 179
Interest................ 156 172 160 153 114 94 57
Merger-related expenses. - - - - - - 12
Operational restructuring
effects - net (88) - 37 75 144 (11) -
-------------------------------------- -------------
Total Costs and Expenses 5,735 6,704 6,863 6,660 5,662 4,193 3,358
-------------------------------------- -------------
Income before income
taxes, extraordinary
loss and cumulative
effects of accounting
changes................. 190 548 153 240 197 286 80
Taxes on income.......... 68 159 49 104 45 89 19
-------------------------------------- -------------
Income before
extraordinary loss and
cumulative effects of
accounting changes...... 122 389 104 136 152 197 61
Extraordinary loss....... - - - - (63) (63) -
Cumulative effects of
accounting changes...... - - (15) - (23) (23) -
-------------------------------------- -------------
Net income............... $ 122 $ 389 $ 89 $ 136 $ 66 $ 111 $ 61
======================================= ==============
EARNINGS PER SHARE:
BASIC
Income before
extraordinary loss
and cumulative
effects of accounting
changes................ $ 1.42 $ 5.60 $ 1.06 $ 1.86 $ 2.18 $2.76 $0.95
Extraordinary loss...... - - - - (0.91) (0.89) -
Cumulative effects of
accounting changes..... - - (0.24) - (0.33) (0.32) -
--------------------------------------- ------------
Net income.............. $ 1.42 $ 5.60 $ 0.82 $ 1.86 $ 0.94 $1.55 $0.95
======================================= ==============
DILUTED
Income before
extraordinary loss and
cumulative effects of
accounting changes.... $ 1.41 $ 5.25 $ 1.06 $ 1.84 $ 2.18 $2.76 $0.95
Extraordinary loss..... - - - - (0.91) (0.89) -
Cumulative effects of
accounting changes.... - - (0.24) - (0.33) (0.32) -
--------------------------------------- ------------
Net income............. $ 1.41 $ 5.25 $ 0.82 $ 1.84 $ 0.94 $1.55 $0.95
======================================= ==============
Cash dividends declared
per common share...... $ 1.00 $ 1.20 $ 1.40 $ 1.40 $ 1.40 $1.05 $1.05
======================================= ==============
Ratio of earnings to
fixed charges.......... 2.0x 3.7x 1.6x 2.3x 2.5x 3.6x 2.0x
BALANCE SHEET DATA
Total assets............ $7,461 $7,740 $7,516 $7,226 $6,134 $6,118 $5,968
Long-term debt.......... 1,848 1,853 1,793 1,501 1,035 996 1,009
Total stockholders'
equity................. 2,272 2,617 2,634 2,739 2,194 2,257 2,094
</TABLE>
7
<PAGE> 8
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 indenture
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 definitions 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;
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<PAGE> 9
. 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.
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<PAGE> 10
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)
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<PAGE> 11
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
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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:
. failure to pay any interest on any debt security of that
series when due, continued for 30 days;
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. 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 series affected by the modification or
amendment. However, Reynolds and the trustee may not make any of
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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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. 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.
22
<PAGE> 23
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.
23
<PAGE> 24
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.
24
<PAGE> 25
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.
INDEPENDENT ACCOUNTANTS
Ernst & Young LLP, independent auditors, have audited the
consolidated financial statements included in Reynolds' Annual
Report on Form 10-K, as amended, for the year ended December 31,
1998, as set forth in their report, which is incorporated by
reference in this prospectus. The Reynolds consolidated
financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
The consolidated financial statements of Alcoa as of
December 31, 1998 and 1997, and for each of the three years ended
December 31, 1998, 1997 and 1996, incorporated in this prospectus
by reference to the Alcoa Annual Report on Form 10-K for the year
ended December 31, 1998, have been so incorporated in reliance on
the audit report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
25
<PAGE> 26
With respect to the unaudited consolidated financial
information of Alcoa for the three-month, six-month and nine-
month periods ended March 31, 1999 and 1998, June 30, 1999 and
1998 and September 30, 1999 and 1998, respectively, incorporated
by reference in this prospectus, PricewaterhouseCoopers LLP
reported that they have applied limited procedures in accordance
with professional standards for the review of such information.
However, their separate reports dated April 7, 1999, July 7, 1999
and October 6, 1999 incorporated by reference in this prospectus,
state that they did not audit and they do not express an opinion
on that unaudited consolidated financial information.
Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature
of the review procedures applied. PricewaterhouseCoopers LLP is
not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited consolidated
financial information because that report is not a "report" or a
"part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and
11 of the Securities Act.
26
<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....................................... 20,000
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............................................ $218,450
========
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
*2 Agreement and Plan of Merger, dated as of August 18,
1999, among Alcoa Inc., RLM Acquisition Corp. and
Reynolds Metals Company. (File No. 001-01430, Form 8-K
Report dated August 19, 1999, Exhibit 99.1)
*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)
______________
* 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
*4.5 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)
*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
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Awareness letter of PricewaterhouseCoopers LLP
23.4 The consent of D. Michael Jones, Esq. is contained in
his opinion. See Exhibit 5 hereto.
23.5 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. 4 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 24th day of January, 2000.
REYNOLDS METALS COMPANY
By 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. 4 to the Registration Statement has been
signed below by the following persons in the capacities
indicated, on January 24, 2000.
WILLIAM E. LEAHEY, JR. 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
* 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
ALLEN M. EAREHART
------------------------------
Allen M. Earehart,
Senior Vice President and Controller
(Principal Accounting Officer)
*By 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))
*2 Agreement and Plan of Merger, dated as of August 18,
1999, among Alcoa Inc., RLM Acquisition Corp. and
Reynolds Metals Company. (File No. 001-01430, Form 8-K
Report dated August 19, 1999, Exhibit 99.1)
**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
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Awareness letter of PricewaterhouseCoopers LLP
23.4 The consent of D. Michael Jones, Esq. is contained in
his opinion. See Exhibit 5 hereto.
23.5 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 23.1
Consent of Ernst & Young LLP
We consent to the reference to our firm under the
caption "Independent Accountants" in Amendment No. 4 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 and
schedule of Reynolds Metals Company included in its Annual
Report (Form 10-K, as amended) for the year ended December
31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Richmond, Virginia
January 24, 2000
Exhibit 23.2
Consent of PricewaterhouseCoopers LLP
We hereby consent to the incorporation by reference in
the Prospectus forming part of Amendment No. 4 to the
Registration Statement on Form S-3 (No. 333-79563) and the
Registration Statement on Form S-3 (No. 33-43443) of
Reynolds Metals Company under the Securities Act of 1933, of
our reports dated January 8, 1999, on our audits of the
consolidated financial statements and financial statement
schedule of Alcoa Inc. and consolidated subsidiaries as of
December 31, 1998 and 1997, and for each of the three years
in the period ended December 31, 1998, which reports are
incorporated by reference or included in Alcoa Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31,
1998. We also consent to the reference to our firm under
the caption "Independent Accountants."
PRICEWATERHOUSECOOPERS LLP
Pittsburgh, Pennsylvania
January 24, 2000
Exhibit 23.3
January 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Alcoa Inc.
We are aware that our reports dated April 7, July 7 and
October 6, 1999, accompanying interim financial information of
Alcoa Inc. and subsidiaries for the three-month, six-month and
nine-month periods ended March 31, 1999 and 1998, June 30, 1999
and 1998 and September 30, 1999 and 1998, respectively, and
included in Alcoa's Quarterly Reports on Form 10-Q for the
quarters then ended, are incorporated by reference in the
Prospectus forming part of Amendment No. 4 to the Registration
Statement on Form S-3 (No. 333-79563) and the Registration
Statement on Form S-3 (File No. 33-43443) of Reynolds Metals
Company. Pursuant to Rule 436(c) under the Securities Act of
1933, these reports should not be considered a part of such
Registration Statements prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
Very truly yours,
PRICEWATERHOUSECOOPERS LLP
