SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 3, 2000
REYNOLDS METALS COMPANY
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(Exact name of Registrant as specified in its charter)
Delaware 001-01430 54-0355135
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
6601 West Broad Street, P.O. Box 27003, Richmond, Virginia 23261-7003
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(Address of Principal Executive Offices) (Zip Code)
(804) 281-2000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On May 3, 2000, the merger of Reynolds Metals Company
("Reynolds") and Alcoa Inc. ("Alcoa") was completed pursuant to
the Agreement and Plan of Merger, dated as of August 18, 1999
(the "Merger Agreement"), among Alcoa, RLM Acquisition Corp., a
wholly owned subsidiary of Alcoa, and Reynolds. The merger
resulted in a change in control of Reynolds.
Under the Merger Agreement, on closing of the merger, RLM
Acquisition Corp. was merged with and into Reynolds, and Reynolds
became wholly owned by Alcoa. As a result of the merger, each
share of Reynolds common stock outstanding at the effective time
of the merger was converted into the right to receive 1.06 shares
of Alcoa common stock.
A copy of the press release dated May 3, 2000 issued by
Alcoa announcing the completion of the merger is attached hereto
as Exhibit 99 and by this reference made a part hereof.
As a result of the completion of the merger, the 2000 Annual
Meeting of Stockholders of Reynolds scheduled for June 15, 2000
will not be held.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
c) Exhibits.
Exhibit 99 Alcoa Inc. Press Release dated May 3, 2000
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
REYNOLDS METALS COMPANY
By: D. MICHAEL JONES
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D. Michael Jones
Senior Vice President and
General Counsel
Dated: May 15, 2000
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INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 99 Alcoa Inc. Press Release dated May 3, 2000
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Exhibit 99
ALCOA COMPLETES MERGER WITH REYNOLDS METALS
PITTSBURGH, Pa. and RICHMOND, Va., May 3, 2000 - Alcoa Inc. and
Reynolds Metals Company announced today that the U.S. Department
of Justice and the European Union have approved their proposed
merger and that the merger has been completed. Reynolds
shareholders had already approved the merger on February 11.
The merger adds impressive strengths to Alcoa's worldwide
operations, including the Reynolds brand name, its packaging and
consumer products businesses, smelting operations, manufacturing
operations serving the construction and transportation markets,
and bauxite reserves in Brazil, Guyana and Guinea.
Under the terms of a consent decree entered into with the DOJ and
an undertaking agreed with the EU, Alcoa will sell a 25% interest
in Reynolds' Longview, Washington aluminum smelter, as well as
Reynolds' interest in three alumina refineries: Worsley,
Australia (56% owned); Stade, Germany (50% owned); and Sherwin,
Texas (100% owned).
Three of Reynolds four global business units will be fully merged
with Alcoa:
-- Packaging and Consumer business (1999 revenue of $1.45
billion);
-- Construction and Distribution business (1999 revenue of
$1.02 billion); and
-- Transportation business (1999 revenue of $400 million).
In addition, from Reynolds Base Materials business, approximately
one million metric tons of smelting capacity, bauxite reserves
and two petroleum coke plants will be merged into Alcoa.
"We are extremely pleased to complete this merger and welcome
Reynolds employees to Alcoa," said Alcoa President and CEO Alain
Belda. "We will rapidly integrate Reynolds and thereby create
additional value for Alcoa and Reynolds customers and other
stakeholders."
With respect to the Reynolds businesses to be sold under the
regulatory approvals, Mr. Belda observed, "The business case for
the merger remains compelling, and proceeds from the sale of the
divested assets will contribute significantly to investment in
further profitable growth for Alcoa."
Shares of Reynolds stock will cease trading on the New York Stock
Exchange at the close of business today. As a result of the
merger, each outstanding Reynolds share was converted into 1.06
shares of Alcoa common stock.
Reynolds shareholders who hold their own stock certificates will
receive notice in the mail regarding the process to exchange
their shares for Alcoa stock. Reynolds shareholders whose shares
are held through banks or brokers will receive information about
their holdings from those institutions.
EDITORIAL CONTACTS:
Bonita A. Cersosimo
Alcoa
Phone: 1 412 553 4462
Lou Anne Nabhan
Reynolds Metals
Phone: 1 804 281 2171
INVESTOR RELATIONS:
Edgar M. Cheely, Jr.
Alcoa
Phone: 1 412 553 2231
Julian H. Taylor
Reynolds Metals
1 804 281 4505
