-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b6Kdaoj7hnKXh1lxIaQ7PdPIeWrGI3ThwPAjcE8qrw/cNLiT7b1PoPtjDoyRkUFK UKu2P7IqA6uFP4ca/GR5PA== 0000083604-94-000018.txt : 19940531 0000083604-94-000018.hdr.sgml : 19940531 ACCESSION NUMBER: 0000083604-94-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940527 EFFECTIVENESS DATE: 19940615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS METALS CO CENTRAL INDEX KEY: 0000083604 STANDARD INDUSTRIAL CLASSIFICATION: 3334 IRS NUMBER: 540355135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53851 FILM NUMBER: 94531047 BUSINESS ADDRESS: STREET 1: 6601 W BROAD ST STREET 2: PO BOX 27003 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8042812000 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 27, 1994 Registration No. 33-_________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REYNOLDS METALS COMPANY (Exact name of registrant as specified in its charter) Delaware 54-0355135 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6601 West Broad Street, Richmond, VA 23230 (Address of principal executive offices, including zip code) REYNOLDS METALS COMPANY RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS (Full title of plan) D. MICHAEL JONES, ESQ., Vice President, General Counsel and Secretary and BRENDA A. HART, ESQ., Chief Securities/Finance Counsel and Assistant Secretary Reynolds Metals Company 6601 West Broad Street, Richmond, VA 23230 (804) 281-2000 (Names, addresses and telephone numbers, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE Title of securities Amount to be Proposed Proposed Amount of to be registered registered maximum offering maximum registration fee* price per share* aggregate offering price* Common Stock, 30,000 $45.75 $1,372,500.00 $473.28 without par value shares *In accordance with Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering price and registration fee are computed on the basis of a price per share based, pursuant to Rule 457(c), on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange Composite Transactions Tape on May 20, 1994. /TABLE PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Items 1 and 2. The document(s) containing the information specified in this Part I will be sent or given to eligible directors as specified by Rule 428(b)(1). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference: (1) The Annual Report of Reynolds Metals Company (the "Company" or the "Registrant") on Form 10-K for the year ended December 31, 1993. (2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1993. (3) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A dated February 23, 1994 pertaining to Common Stock and Preferred Stock Purchase Rights. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. The consolidated financial statements of the Company appearing in the Company's Annual Report (Form 10-K) for the year ended December 31, 1993, have been audited by Ernst & Young, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the securities being registered hereunder will be passed upon by D. Michael Jones, Esq., Vice President, General Counsel and Secretary of the Company. Mr. Jones, in his capacity as Vice President, General Counsel and Secretary of the Company, is paid a salary by the Company and is a participant in various employee benefit plans offered to employees of the Company. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware empowers the Company 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 he is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company 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 him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the Company, 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 Company unless 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 Company incorporates substantially the provisions of Section 145 of the General Corporation Law of the State of Delaware and requires the Company to indemnify any person to the full extent of its powers as described above. The Company has entered into indemnification agreements with each of its directors and officers. The rights conferred thereunder are substantially the same as those under Article X of the Company's By-Laws. In addition, the agreements provide for indemnification of expenses incurred as a witness, require the Company to observe specified procedures, within set time limits, when indemnification or advancement of expenses is requested and provide for payment of expenses incurred in enforcing the agreement. Article XI of the Company's Restated Certificate of Incorporation limits the personal liability of directors to the Company or its shareholders for monetary damages for certain breaches of fiduciary duty. The Company has placed in effect insurance indemnifying against certain liabilities that could arise from acts (or omissions to act) of its officers and directors. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. *4.1 Restated Certificate of Incorporation, as amended to the date hereof. (File No. 1-1430, Registration Statement on Form 8-A dated February 23, 1994, pertaining to Common Stock and Preferred Stock Purchase Rights, Exhibit 1) *4.2 Form of Common Stock Certificate. (Registration Statement No. 33- 6032 on Form S-8, dated July 15, 1993, Exhibit 4.2) *4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1994, Exhibit 4.2) *4.4 Rights Agreement dated as of November 23, 1987 (the "Rights Agreement") between Reynolds Metals Company and The Chase Manhattan Bank, N.A. (File No. 1-1430, Registration Statement on Form 8-A dated November 23, 1987, pertaining to Preferred Stock Purchase Rights, Exhibit 1) *4.5 Amendment No. 1 dated as of December 19, 1991 to the Rights Agreement. (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11) 4.6 Reynolds Metals Company Restricted Stock Plan for Outside Directors 5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel and Secretary 23.1 Consent of Ernst & Young 23.2 The consent of D. Michael Jones, Esq. is contained in his opinion. See Exhibit 5 hereto. 24 Powers of Attorney * Incorporated by reference. Item 9. 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: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) 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; and (iii) 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; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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. (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 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 and controlling persons of the Registrant pursuant to the provisions referred to in Item 6 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than 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 Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on this 27th day of May, 1994. REYNOLDS METALS COMPANY By Richard G. Holder Richard G. Holder, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 27, 1994. *David P. Reynolds Richard G. Holder David P. Reynolds, Director Richard G. Holder, Director, Chairman of the Board and Chief Executive Officer Randolph N. Reynolds Henry S. Savedge, Jr. Randolph N. Reynolds, Director Henry S. Savedge, Jr., Director, Executive Vice President and Chief Financial Officer *William O. Bourke Jeremiah J. Sheehan William O. Bourke, Director Jeremiah J. Sheehan, Director *John R. Hall *Thomas A. Graves, Jr. John R. Hall, Director Thomas A. Graves, Jr., Director *Robert J. Vlasic *Gerald Greenwald Robert J. Vlasic, Director Gerald Greenwald, Director ____________________________ *Robert L. Hintz Charles A. Sanders, Director Robert L. Hintz, Director *Joe B. Wyatt Yale M. Brandt Joe B. Wyatt, Director Yale M. Brandt, Director *By Brenda A. Hart Allen M. Earehart Brenda A. Hart, Attorney-in-Fact Allen M. Earehart, Vice President, Controller EXHIBIT INDEX EXHIBIT SEQUENTIAL NO. DESCRIPTION OF EXHIBIT PAGE NO. *4.1 Restated Certificate of Incorporation, as amended to the date hereof. (File No. 1-1430, Registration Statement on Form 8-A dated February 23, 1994, pertaining to Common Stock and Preferred Stock Purchase Rights, Exhibit 1) *4.2 Form of Common Stock Certificate. (Registration Statement No. 33-66032 on Form S-8, dated July 15, 1993, Exhibit 4.2) *4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1994, Exhibit 4.2) *4.4 Rights Agreement dated as of November 23, 1987 (the "Rights Agreement") between Reynolds Metals Company and The Chase Manhattan Bank, N.A. (File No. 1-1430, Registration Statement on Form 8-A dated November 23, 1987, pertaining to Preferred Stock Purchase Rights, Exhibit 1) *4.5 Amendment No. 1 dated as of December 19, 1991 to the Rights Agreement. (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11) 4.6 Reynolds Metals Company Restricted Stock Plan for Outside Directors 5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel and Secretary 23.1 Consent of Ernst & Young 23.2 The consent of D. Michael Jones, Esq. is contained in his opinion. See Exhibit 5 hereto. 24 Powers of Attorney * Incorporated by reference. EX-4 2 EX 4.6 EXHIBIT 4.6 REYNOLDS METALS COMPANY RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS Effective April 20, 1994 ARTICLE I PURPOSE OF THE PLAN The purposes of the Plan are to promote a greater identity of interests between the Company's Directors and its stockholders through increasing ownership of Company Stock by the Directors and to assist the Company in attracting and retaining qualified individuals to serve as Directors by affording them an opportunity to share in the future successes of the Company. ARTICLE II DEFINITIONS 2.01 "Beneficiary" shall mean the individual or entity designated by the Director to receive, upon the death of the Director, undelivered shares of Restricted Stock as to which the applicable restrictions have expired. If no such designation is made, or if the designated individual predeceases the Director or the entity no longer exists, then the Beneficiary shall be the Director's estate. 2.02 "Board" shall mean the Board of Directors of the Company. 2.03 "Company" shall mean Reynolds Metals Company, a Delaware corporation. 2.04 "Company Stock" shall mean the Common Stock of the Company, without par value, and such other stock and securities as may be substituted therefor in accordance with Section 5.02. 2.05 "Director" shall mean a member of the Board who is not an employee of the Company or of one of its subsidiaries. 2.06 "Effective Date" shall mean April 20, 1994. 2.07 "Plan" shall mean this Reynolds Metals Company Restricted Stock Plan for Outside Directors, as amended from time to time. 2.08 "Restricted Stock" shall mean Company Stock granted to a Director in accordance with Article III and subject to the restrictions set forth in Section 4.03. ARTICLE III GRANTS OF RESTRICTED STOCK 3.01 On June 1, 1994, each Director elected to office by the stockholders of the Company on April 20, 1994, shall receive a grant of 1,000 shares of Restricted Stock. Except as otherwise provided in Section 3.02, each individual who becomes a Director after April 20, 1994, shall receive a grant of 1,000 shares of Restricted Stock 60 days after the date the individual is first elected to the Board, whether by the Board or by stockholders. 3.02 If an employee of the Company or of one of its subsidiaries retires from employment with the Company or its subsidiary, as applicable, and if such former employee is elected to serve as a Director following retirement, then such former employee shall become eligible to participate in the Plan and shall receive a grant of 1,000 shares of Restricted Stock 60 days after the date on which he or she is first elected or reelected to the Board following his or her retirement. 3.03 So long as he or she remains a Director, an additional grant of 1,000 shares of Restricted Stock shall be made to each Director on June 1 (or on the next business day, if June 1 is not a business day) of the year in which the restrictions expire as to all the shares covered by such Director's previous grant under the Plan. ARTICLE IV TERMS AND CONDITIONS OF GRANTS 4.01 The terms and conditions set forth in this Article IV shall apply to each grant of shares of Restricted Stock. Grants of Restricted Stock shall be made without payment of a purchase price. If required by the Company, each such grant shall be evidenced by a written agreement that sets forth the specific terms of the grant in accordance with the Plan and that is duly executed by or on behalf of the Company and the Director. 4.02 At the time of each grant, a share certificate or certificates representing the number of shares of Restricted Stock granted to a Director shall be registered in the Director's name but shall be held by or on behalf of the Company for the Director's account. The Director shall execute and deliver to the Company a stock power duly endorsed in blank relating to such shares of Restricted Stock. The Director shall have all the rights and privileges of a stockholder as to such shares of Restricted Stock, including the right to receive dividends and the right to vote such shares, subject to the restrictions set forth in Section 4.03. 4.03 The shares of Restricted Stock granted to any Director under Article III shall be subject to the following restrictions: (a) Such shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until such time as such restrictions have expired as to such shares as provided in Section 4.04. (b) A Director shall not be entitled to delivery of a share certificate representing any shares of Restricted Stock until the expiration of such restrictions as to such shares. 4.04 (a) Except as otherwise provided in Section 4.04(b), the restrictions applicable to shares of Restricted Stock covered by any grant to any Director shall expire in accordance with the terms of this Section 4.04(a). Restrictions shall expire as to 200 shares of Restricted Stock on the later of (i) the April 1 immediately following the date of grant or (ii) the date that is the six-month anniversary of the date of grant, and restrictions shall expire as to an additional 200 shares on each successive April 1, so that by the fifth April 1 following the date of grant, restrictions on all 1,000 shares shall have expired; provided, however, that restrictions shall expire as to shares of Restricted Stock only if the Director shall have remained a member of the Board continuously from the date of grant of such shares to the scheduled expiration date. (b) If a Director ceases to be a member of the Board because of death, Disability, or a Change in Control of the Company, the restrictions on 200 shares of Restricted Stock shall expire as of the later of (i) the date the Director ceases to be a member of the Board or (ii) the date that is the six-month anniversary of the date of grant. Such 200 shares shall be in addition to any shares as to which the restrictions have expired in accordance with the second sentence of Section 4.04(a). For purposes of this Section 4.04(b), the term "Disability" shall have the same meaning as a "total disability" as determined under the rules and procedures that apply under the Company's Long Term Disability Plan for Salaried Employees, and the term "Change in Control" shall mean the occurrence of any of the following dates or events: (i) a Stock Acquisition Date; (ii) a Distribution Date; or (iii) Continuing Directors ceasing to be a majority of the Board, with the terms "Stock Acquisition Date," "Distribution Date" and "Continuing Directors" having the meanings given to them in the Rights Agreement dated November 23, 1987 between the Company and The Chase Manhattan Bank, N.A., as initially executed. 4.05 All of the shares of Restricted Stock granted to any Director as to which the restrictions have not previously expired shall be forfeited immediately, and all rights of such Director to such shares shall terminate without further obligation on the part of the Company, if the Director shall cease to be a member of the Board for any reason other than as set forth in Section 4.04(b). 4.06 As soon as practicable after the expiration of the restrictions on any shares of Restricted Stock as herein provided, a share certificate for such shares shall be delivered, free of all such restrictions, to the Director (or to the Director's Beneficiary, if applicable) subject to the withholding requirements of Section 7.04 (if applicable). ARTICLE V COMPANY STOCK 5.01 Shares of Company Stock granted or delivered under the Plan may be authorized but unissued shares, shares reacquired by the Company, or a combination of both, as the Board may from time to time determine. Shares of Company Stock granted under the Plan but subsequently forfeited shall continue to be otherwise available for the purposes of the Plan. 5.02 If any stock dividend is declared upon Company Stock, or if there is any stock split, stock distribution, or other recapitalization of the Company with respect to Company Stock, resulting in a split-up or combination or exchange of shares, the number and kind of shares which may thereafter be granted under the Plan shall be proportionately and appropriately adjusted and the number and kind of shares then being held by the Company as Restricted Stock shall be proportionately and appropriately adjusted. Any new or additional shares of Restricted Stock, or stock or other securities substituted therefor, to which a Director may be entitled under this Section 5.02 shall be subject to all of the terms and conditions of Article IV. ARTICLE VI AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN The Board may from time to time amend, suspend or terminate the Plan, in whole or in part; provided, however, that (a) without the Director's consent, no such amendment, suspension or termination shall materially adversely affect the rights of any Director in respect of Restricted Stock previously granted to such Director and (b) the provisions of the Plan with respect to individuals eligible to participate and the amount, price and timing of grants hereunder shall not be amended more than once every six months other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. Notwithstanding the foregoing, the Board may, in any circumstance where it deems such approval necessary or desirable, and shall, to the extent necessary to maintain compliance with Rule 16b-3 under the Securities Exchange Act of 1934 as in effect from time to time, require stockholder approval as a condition to the effectiveness of any amendment or modification of the Plan. ARTICLE VII GENERAL PROVISIONS 7.01 Neither the establishment of the Plan nor the payment of any benefits hereunder nor any action of the Company, including the Board, in connection therewith shall be held or construed to confer upon any individual any legal right to remain on the Board. 7.02 No rights or benefits under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, and any attempt thereat shall be void. No such right or benefit shall, before receipt thereof, be in any manner liable for or subject to the recipient's debts, contracts, liabilities, engagements, or torts. 7.03 This Plan shall inure to the benefit of, and be binding upon, the Company and each Director, and upon the successors and assigns of the Company and of each Director. 7.04 The Company shall not be required to deliver any fractional share of Common Stock but shall pay, in lieu thereof, the fair market value (measured as of the date restrictions lapse) of such fractional share to the Director (or the Director's Beneficiary, if applicable). 7.05 Before the issuance or delivery of any shares of Restricted Stock on which the restrictions have expired, the Company shall require payment in cash by the Director of any withholding taxes that the Company may be required by law to pay with respect to the issuance or delivery of such shares. 7.06 Except as otherwise required by applicable federal laws, this Plan shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia. Executed and adopted this 24th day of May, 1994, pursuant to action taken by the Executive Committee of the Board of Directors of Reynolds Metals Company at its meeting on February 17, 1994, by the Board of Directors of Reynolds Metals Company at its meeting on February 18, 1994, and by stockholders at the Annual Meeting on April 20, 1994. REYNOLDS METALS COMPANY By Donald T. Cowles Title: Executive Vice President, Human Resources and External Affairs EX-5 3 EX 5 EXHIBIT 5 May 27, 1994 Reynolds Metals Company 6601 West Broad Street Richmond, Virginia 23230 Gentlemen: I am Vice President, General Counsel and Secretary of Reynolds Metals Company (the "Company"). I, together with attorneys acting under my supervision, have acted as counsel to the Company in connection with, and have participated in the preparation of, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") relating to the registration under the Securities Act of 1933 of 30,000 shares (the "Shares") of the Company's Common Stock, without par value, to be offered under the Reynolds Metals Company Restricted Stock Plan for Outside Directors (the "Plan"). I, or attorneys under my supervision, have reviewed the Plan and such other documents as I have deemed appropriate for purposes of this opinion. Based on the foregoing, it is my opinion that the Shares have been validly authorized and, when issued and delivered in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. I express no opinion as to the laws of jurisdictions other than the laws of the Commonwealth of Virginia, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America. I consent to the reference to me under Item 5 in the Registration Statement and to the filing of a copy of this opinion as an exhibit to the Registration Statement. Very truly yours, D. Michael Jones D. Michael Jones EX-23 4 EX 23.1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS We consent to the reference to our firm under Item 3 in the Registration Statement (Form S-8) and under the caption "Experts" in the related Prospectus, pertaining to the Reynolds Metals Company Restricted Stock Plan for Outside Directors and to the incorporation by reference therein of our report dated February 18, 1994, with respect to the consolidated financial statements and schedules of Reynolds Metals Company included in its Form 10-K for the year ended December 31, 1993, filed with the Securities and Exchange Commission. Ernst & Young May 23, 1994 Richmond, Virginia EX-24 5 EX 24 EXHIBIT 24 1. Powers of Attorney from the following persons are attached: William O. Bourke Thomas A. Graves, Jr. Gerald Greenwald John R. Hall Robert L. Hintz David P. Reynolds Robert J. Vlasic Joe B. Wyatt POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints D. Michael Jones and Brenda A. Hart, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Reynolds Metals Company (the "Company")), to sign any and all Registration Statements on Form S-8, or on such other form as may be appropriate (the "Statements"), for registration of up to 30,000 shares of Common Stock, without par value, of the Company to be issued and sold under the Reynolds Metals Company Restricted Stock Plan for Outside Directors, and any and all amendments (including post-effective amendments) to the Statements, and to file the same, with all exhibits thereto, and all prospectuses and documents in connection therewith, with the Securities and Exchange Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall expire on the 31st day of May, 1995. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 20th day of May, 1994. William O. Bourke William O. Bourke POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints D. Michael Jones and Brenda A. Hart, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Reynolds Metals Company (the "Company")), to sign any and all Registration Statements on Form S-8, or on such other form as may be appropriate (the "Statements"), for registration of up to 30,000 shares of Common Stock, without par value, of the Company to be issued and sold under the Reynolds Metals Company Restricted Stock Plan for Outside Directors, and any and all amendments (including post-effective amendments) to the Statements, and to file the same, with all exhibits thereto, and all prospectuses and documents in connection therewith, with the Securities and Exchange Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall expire on the 31st day of May, 1995. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 20th day of May, 1994. Thomas A. Graves, Jr. Thomas A. Graves, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints D. Michael Jones and Brenda A. Hart, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Reynolds Metals Company (the "Company")), to sign any and all Registration Statements on Form S-8, or on such other form as may be appropriate (the "Statements"), for registration of up to 30,000 shares of Common Stock, without par value, of the Company to be issued and sold under the Reynolds Metals Company Restricted Stock Plan for Outside Directors, and any and all amendments (including post-effective amendments) to the Statements, and to file the same, with all exhibits thereto, and all prospectuses and documents in connection therewith, with the Securities and Exchange Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall expire on the 31st day of May, 1995. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 20th day of May, 1994. Gerald Greenwald Gerald Greenwald POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints D. Michael Jones and Brenda A. Hart, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Reynolds Metals Company (the "Company")), to sign any and all Registration Statements on Form S-8, or on such other form as may be appropriate (the "Statements"), for registration of up to 30,000 shares of Common Stock, without par value, of the Company to be issued and sold under the Reynolds Metals Company Restricted Stock Plan for Outside Directors, and any and all amendments (including post-effective amendments) to the Statements, and to file the same, with all exhibits thereto, and all prospectuses and documents in connection therewith, with the Securities and Exchange Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall expire on the 31st day of May, 1995. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 20th day of May, 1994. John R. Hall John R. Hall POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints D. Michael Jones and Brenda A. Hart, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Reynolds Metals Company (the "Company")), to sign any and all Registration Statements on Form S-8, or on such other form as may be appropriate (the "Statements"), for registration of up to 30,000 shares of Common Stock, without par value, of the Company to be issued and sold under the Reynolds Metals Company Restricted Stock Plan for Outside Directors, and any and all amendments (including post-effective amendments) to the Statements, and to file the same, with all exhibits thereto, and all prospectuses and documents in connection therewith, with the Securities and Exchange Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall expire on the 31st day of May, 1995. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 20th day of May, 1994. Robert L. Hintz Robert L. Hintz POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints D. Michael Jones and Brenda A. Hart, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Reynolds Metals Company (the "Company")), to sign any and all Registration Statements on Form S-8, or on such other form as may be appropriate (the "Statements"), for registration of up to 30,000 shares of Common Stock, without par value, of the Company to be issued and sold under the Reynolds Metals Company Restricted Stock Plan for Outside Directors, and any and all amendments (including post-effective amendments) to the Statements, and to file the same, with all exhibits thereto, and all prospectuses and documents in connection therewith, with the Securities and Exchange Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall expire on the 31st day of May, 1995. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 20th day of May, 1994. David P. Reynolds David P. Reynolds POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints D. Michael Jones and Brenda A. Hart, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Reynolds Metals Company (the "Company")), to sign any and all Registration Statements on Form S-8, or on such other form as may be appropriate (the "Statements"), for registration of up to 30,000 shares of Common Stock, without par value, of the Company to be issued and sold under the Reynolds Metals Company Restricted Stock Plan for Outside Directors, and any and all amendments (including post-effective amendments) to the Statements, and to file the same, with all exhibits thereto, and all prospectuses and documents in connection therewith, with the Securities and Exchange Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall expire on the 31st day of May, 1995. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 20th day of May, 1994. Robert J. Vlasic Robert J. Vlasic POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints D. Michael Jones and Brenda A. Hart, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Reynolds Metals Company (the "Company")), to sign any and all Registration Statements on Form S-8, or on such other form as may be appropriate (the "Statements"), for registration of up to 30,000 shares of Common Stock, without par value, of the Company to be issued and sold under the Reynolds Metals Company Restricted Stock Plan for Outside Directors, and any and all amendments (including post-effective amendments) to the Statements, and to file the same, with all exhibits thereto, and all prospectuses and documents in connection therewith, with the Securities and Exchange Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall expire on the 31st day of May, 1995. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 20th day of May, 1994. Joe B. Wyatt Joe B. Wyatt -----END PRIVACY-ENHANCED MESSAGE-----