-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PQnQUmIW3G0yWo+SzHu2F+nOanrYKP9YcEEURx7I5Rgy+jAvGn7A1jF1zKn4zEBv rbReccVH3oUrmavsfrQrYg== 0000083604-96-000015.txt : 19960627 0000083604-96-000015.hdr.sgml : 19960627 ACCESSION NUMBER: 0000083604-96-000015 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS METALS CO CENTRAL INDEX KEY: 0000083604 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 540355135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01430 FILM NUMBER: 96586269 BUSINESS ADDRESS: STREET 1: 6601 W BROAD ST STREET 2: PO BOX 27003 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8042812000 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission File Number 1-1430 REYNOLDS METALS COMPANY A Delaware Corporation (IRS Employer Identification No. 54-0355135) 6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003 Telephone: (804) 281-2000 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The consolidated financial statements and exhibits listed below are filed as a part of this report. (1) Consolidated Financial Statements: Previously filed Consolidated statement of income and retained earnings - Years ended December 31, 1995, 1994 and 1993. Consolidated balance sheet - December 31, 1995 and 1994. Consolidated statement of cash flows - Years ended December 31, 1995, 1994 and 1993. Notes to consolidated financial statements. Report of Ernst & Young LLP, Independent Auditors. (2) Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not required, are inapplicable or the required information has otherwise been given. Individual financial statements of Reynolds Metals Company have been omitted because the restricted net assets (as defined in Accounting Series Release 302) of all subsidiaries included in the consolidated financial statements filed, in the aggregate, do not exceed 25% of the consolidated net assets shown in the consolidated balance sheet as of December 31, 1995. Financial statements of all associated companies (20% to 50% owned) have been omitted because no associated company is individually significant. (3) Exhibits EXHIBIT 2 - None * EXHIBIT 3.1 - Restated Certificate of Incorporation, as amended to the date hereof. (Registration Statement No. 333-00929 on Form S-8, dated February 14, 1996, EXHIBIT 4.1) * EXHIBIT 3.2 - By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 3.2) EXHIBIT 4.1 - Restated Certificate of Incorporation. See EXHIBIT 3.1. EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2. _______________________ * Incorporated by reference. * EXHIBIT 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. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1989, EXHIBIT 4(c)) * EXHIBIT 4.4 - Amendment No. 1 dated as of November 1, 1991 to the Indenture. (File No. 1- 1430, 1991 Form 10-K Report, EXHIBIT 4.4) * EXHIBIT 4.5 - 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) * EXHIBIT 4.6 - 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) * EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999. (File No. 1-1430, Form 8-K Report dated June 6, 1989, EXHIBIT 4) * EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note. (Registration Statement No. 33-30882 on Form S-3, dated August 31, 1989, EXHIBIT 4.3) * EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note. (Registration Statement No. 33-30882 on Form S-3, dated August 31, 1989, EXHIBIT 4.4) * EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term Note. (File No. 1-1430, 1991 Form 10-K Report, EXHIBIT 4.15) * EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term Note. (File No. 1-1430, 1991 Form 10-K Report, EXHIBIT 4.16) * EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003. (File No. 1-1430, Form 8-K Report dated August 16, 1991, Exhibit 4(a)) ** EXHIBIT 4.13 - Articles of Continuance of Societe d'Aluminium Reynolds du Canada, Ltee/Reynolds Aluminum Company of Canada, Ltd. (formerly known as Canadian Reynolds Metals Company, Limited -- Societe Canadienne de Metaux Reynolds, Limitee) ("REYCAN"), as amended to the date hereof ** EXHIBIT 4.14 - By-Laws of REYCAN, as amended to the date hereof ** EXHIBIT 4.15 - Articles of Incorporation of Societe Canadienne de Metaux Reynolds, Ltee/Canadian Reynolds Metals Company, Ltd. ("CRM"), as amended to the date hereof _______________________ * Incorporated by reference. ** Previously filed. ** EXHIBIT 4.16 - By-Laws of CRM, as amended to the date hereof * EXHIBIT 4.17 - Indenture dated as of April 1, 1993 among REYCAN, Reynolds Metals Company and The Bank of New York, as Trustee. (File No. 1-1430, Form 8-K Report dated July 14, 1993, EXHIBIT 4(a)) ** EXHIBIT 4.18 - First Supplemental Indenture, dated as of December 18, 1995 among REYCAN, Reynolds Metals Company, CRM and The Bank of New York, as Trustee * EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due July 15, 2002. (File No. 1-1430, Form 8-K Report dated July 14, 1993, EXHIBIT 4(d)) EXHIBIT 9 - None +* EXHIBIT 10.1 - Reynolds Metals Company 1982 Nonqualified Stock Option Plan, as amended through May 17, 1985. (File No. 1-1430, 1985 Form 10-K Report, EXHIBIT 10.2) +* EXHIBIT 10.2 - Reynolds Metals Company 1987 Nonqualified Stock Option Plan. (Registration Statement No. 33-13822 on Form S-8, dated April 28, 1987, EXHIBIT 28.1) +* EXHIBIT 10.3 - Reynolds Metals Company 1992 Nonqualified Stock Option Plan. (Registration Statement No. 33-44400 on Form S-8, dated December 9, 1991, EXHIBIT 28.1) +* EXHIBIT 10.4 - Reynolds Metals Company Performance Incentive Plan, as amended and restated effective January 1, 1996. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended March 31, 1995, EXHIBIT 10.4) +* EXHIBIT 10.5 - Agreement dated December 9, 1987 between Reynolds Metals Company and Jeremiah J. Sheehan. (File No. 1-1430, 1987 Form 10-K Report, EXHIBIT 10.9) +* EXHIBIT 10.6 - Supplemental Death Benefit Plan for Officers. (File No. 1-1430, 1986 Form 10-K Report, EXHIBIT 10.8) +* EXHIBIT 10.7 - Financial Counseling Assistance Plan for Officers. (File No. 1-1430, 1987 Form 10-K Report, EXHIBIT 10.11) +* EXHIBIT 10.8 - Management Incentive Deferral Plan. (File No. 1-1430, 1987 Form 10-K Report, EXHIBIT 10.12) +* EXHIBIT 10.9 - Deferred Compensation Plan for Outside Directors as Amended and Restated Effective December 1, 1993. (File No. 1- 1430, 1993 Form 10-K Report, EXHIBIT 10.12) ____________________________ * Incorporated by reference. ** Previously filed. + Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. +* EXHIBIT 10.10 - Retirement Plan for Outside Directors. (File No. 1-1430, 1986 Form 10-K Report, EXHIBIT 10.10) +* EXHIBIT 10.11 - Death Benefit Plan for Outside Directors. (File No. 1-1430, 1986 Form 10-K Report, EXHIBIT 10.11) +* EXHIBIT 10.12 - Form of Indemnification Agreement for Directors and Officers. (File No. 1- 1430, Form 8-K Report dated April 29, 1987, EXHIBIT 28.3) +* EXHIBIT 10.13 - Form of Executive Severance Agreement between Reynolds Metals Company and key executive personnel, including each of the individuals listed in Item 4A hereof. (File No. 1-1430, 1987 Form 10-K Report, EXHIBIT 10.18) +* EXHIBIT 10.14 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective May 20, 1988. (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1988, EXHIBIT 19(a)) +* EXHIBIT 10.15 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective October 21, 1988. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended September 30, 1988, EXHIBIT 19(a)) +* EXHIBIT 10.16 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective January 1, 1987. (File No. 1- 1430, 1988 Form 10-K Report, EXHIBIT 10.22) +* EXHIBIT 10.17 - Form of Stock Option and Stock Appreciation Right Agreement, as approved February 16, 1990 by the Compensation Committee of the Company's Board of Directors. (File No. 1-1430, 1989 Form 10-K Report, EXHIBIT 10.24) +* EXHIBIT 10.18 - Amendment to Reynolds Metals Company 1982 Nonqualified Stock Option Plan effective January 18, 1991. (File No. 1- 1430, 1990 Form 10-K Report, EXHIBIT 10.25) +* EXHIBIT 10.19 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective January 18, 1991. (File No. 1- 1430, 1990 Form 10-K Report, EXHIBIT 10.26) +* EXHIBIT 10.20 - Letter Agreement dated January 18, 1991 between Reynolds Metals Company and William O. Bourke. (File No. 1-1430, 1990 Form 10-K Report, EXHIBIT 10.27) +* EXHIBIT 10.21 - Form of Stock Option Agreement, as approved April 22, 1992 by the Compensation Committee of the Company's Board of Directors. (File No. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1992, EXHIBIT 28(a)) ____________________________ * Incorporated by reference. + Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. +* EXHIBIT 10.22 - Consulting Agreement dated May 1, 1992 between Reynolds Metals Company and William O. Bourke. (File No. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1992, EXHIBIT 28(b)) +* EXHIBIT 10.23 - Renewal dated February 18, 1994 of Consulting Agreement dated May 1, 1992 between Reynolds Metals Company and William O. Bourke. (File No. 1-1430, 1993 Form 10-K Report, EXHIBIT 10.28) +* EXHIBIT 10.24 - Reynolds Metals Company Restricted Stock Plan for Outside Directors. (Registration Statement No. 33-53851 on Form S-8, dated May 27, 1994, EXHIBIT 4.6) +* EXHIBIT 10.25 - Reynolds Metals Company New Management Incentive Deferral Plan. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended June 30, 1994, EXHIBIT 10.30) +* EXHIBIT 10.26 - Reynolds Metals Company Salary Deferral Plan for Executives. (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1994, EXHIBIT 10.31) +* EXHIBIT 10.27 - Reynolds Metals Company Supplemental Long Term Disability Plan for Executives. (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1994, EXHIBIT 10.32) +* EXHIBIT 10.28 - Amendment to Reynolds Metals Company 1982 Nonqualified Stock Option Plan effective August 19, 1994. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended September 30, 1994, EXHIBIT 10.33) +* EXHIBIT 10.29 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective August 19, 1994. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended September 30, 1994, EXHIBIT 10.34) +* EXHIBIT 10.30 - Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option Plan effective August 19, 1994. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended September 30, 1994, EXHIBIT 10.35) +* EXHIBIT 10.31 - Amendment to Reynolds Metals Company New Management Incentive Deferral Plan effective January 1, 1995. (File No. 1- 1430, 1994 Form 10-K Report, EXHIBIT 10.36) +* EXHIBIT 10.32 - Amendment to Reynolds Metals Company New Management Incentive Deferral Plan effective January 1, 1995 through December 31, 1996. (File No. 1-1430, 1994 Form 10-K Report, EXHIBIT 10.37) ____________________________ * Incorporated by reference. + Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. +* EXHIBIT 10.33 - Amendment to Reynolds Metals Company Salary Deferral Plan for Executives effective January 1, 1995 through December 31, 1996. (File No. 1-1430, 1994 Form 10-K Report, EXHIBIT 10.38) +* EXHIBIT 10.34 - Form of Split Dollar Life Insurance Agreement (Trustee Owner, Trustee Pays Premiums). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.34) +* EXHIBIT 10.35 - Form of Split Dollar Life Insurance Agreement (Trustee Owner, Employee Pays Premium). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.35) +* EXHIBIT 10.36 - Form of Split Dollar Life Insurance Agreement (Employee Owner, Employee Pays Premium). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.36) +* EXHIBIT 10.37 - Form of Split Dollar Life Insurance Agreement (Third Party Owner, Third Party Pays Premiums). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.37) +* EXHIBIT 10.38 - Form of Split Dollar Life Insurance Agreement (Third Party Owner, Employee Pays Premiums). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.38) ** EXHIBIT 11 - Computation of Earnings Per Share EXHIBIT 12 - Not applicable EXHIBIT 13 - Not applicable EXHIBIT 16 - Not applicable EXHIBIT 18 - None ** EXHIBIT 21 - List of Subsidiaries of Reynolds Metals Company EXHIBIT 22 - None ** EXHIBIT 23 - Consent of Independent Auditors ** EXHIBIT 24 - Powers of Attorney ____________________________ * Incorporated by reference. ** Previously filed. + Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. ** EXHIBIT 27 - Financial Data Schedule EXHIBIT 28 - Not applicable EXHIBIT 99.1 - Reynolds Metals Company Savings and Investment Plan for Salaried Employees Annual Report on Form 11-K for the Fiscal Year Ended December 31, 1995 EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for Hourly Employees Annual Report on Form 11-K for the Fiscal Year Ended December 31, 1995 EXHIBIT 99.3 - Employees Savings Plan Annual Report on Form 11-K for the Fiscal Year Ended December 31, 1995 ____________________________ ** Previously filed. Pursuant to Item 601 of Regulation S-K, certain instruments with respect to long-term debt of the Company are omitted because such debt does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any such instrument to the Commission upon request. (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the fourth quarter of 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized. REYNOLDS METALS COMPANY By: Allen M. Earehart Allen M. Earehart Vice President, Controller Date: June 26, 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM 10-K/A For the fiscal year ended December 31, 1995 Commission File No. 1-1430 REYNOLDS METALS COMPANY Attached herewith are Exhibits 99.1, 99.2 and 99.3 INDEX EXHIBIT 2 - None * EXHIBIT 3.1 - Restated Certificate of Incorporation, as amended to the date hereof. (Registration Statement No. 333-00929 on Form S-8, dated February 14, 1996, EXHIBIT 4.1) * EXHIBIT 3.2 - By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 3.2) EXHIBIT 4.1 - Restated Certificate of Incorporation. See EXHIBIT 3.1. EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2. * EXHIBIT 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. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1989, EXHIBIT 4(c)) * EXHIBIT 4.4 - Amendment No. 1 dated as of November 1, 1991 to the Indenture. (File No. 1- 1430, 1991 Form 10-K Report, EXHIBIT 4.4) * EXHIBIT 4.5 - 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) * EXHIBIT 4.6 - 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) _______________________ * Incorporated by reference. * EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999. (File No. 1-1430, Form 8-K Report dated June 6, 1989, EXHIBIT 4) * EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note. (Registration Statement No. 33-30882 on Form S-3, dated August 31, 1989, EXHIBIT 4.3) * EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note. (Registration Statement No. 33-30882 on Form S-3, dated August 31, 1989, EXHIBIT 4.4) * EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term Note. (File No. 1-1430, 1991 Form 10-K Report, EXHIBIT 4.15) * EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term Note. (File No. 1-1430, 1991 Form 10-K Report, EXHIBIT 4.16) * EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003. (File No. 1-1430, Form 8-K Report dated August 16, 1991, Exhibit 4(a)) ** EXHIBIT 4.13 - Articles of Continuance of Societe d'Aluminium Reynolds du Canada, Ltee/Reynolds Aluminum Company of Canada, Ltd. (formerly known as Canadian Reynolds Metals Company, Limited -- Societe Canadienne de Metaux Reynolds, Limitee) ("REYCAN"), as amended to the date hereof ** EXHIBIT 4.14 - By-Laws of REYCAN, as amended to the date hereof ** EXHIBIT 4.15 - Articles of Incorporation of Societe Canadienne de Metaux Reynolds, Ltee/Canadian Reynolds Metals Company, Ltd. ("CRM"), as amended to the date hereof ** EXHIBIT 4.16 - By-Laws of CRM, as amended to the date hereof * EXHIBIT 4.17 - Indenture dated as of April 1, 1993 among REYCAN, Reynolds Metals Company and The Bank of New York, as Trustee. (File No. 1-1430, Form 8-K Report dated July 14, 1993, EXHIBIT 4(a)) ** EXHIBIT 4.18 - First Supplemental Indenture, dated as of December 18, 1995 among REYCAN, Reynolds Metals Company, CRM and The Bank of New York, as Trustee * EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due July 15, 2002. (File No. 1-1430, Form 8- K Report dated July 14, 1993, EXHIBIT 4(d)) EXHIBIT 9 - None _______________________ * Incorporated by reference. ** Previously filed. * EXHIBIT 10.1 - Reynolds Metals Company 1982 Nonqualified Stock Option Plan, as amended through May 17, 1985. (File No. 1-1430, 1985 Form 10-K Report, EXHIBIT 10.2) * EXHIBIT 10.2 - Reynolds Metals Company 1987 Nonqualified Stock Option Plan. (Registration Statement No. 33-13822 on Form S-8, dated April 28, 1987, EXHIBIT 28.1) * EXHIBIT 10.3 - Reynolds Metals Company 1992 Nonqualified Stock Option Plan. (Registration Statement No. 33-44400 on Form S-8, dated December 9, 1991, EXHIBIT 28.1) * EXHIBIT 10.4 - Reynolds Metals Company Performance Incentive Plan, as amended and restated effective January 1, 1996. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended March 31, 1995, EXHIBIT 10.4) * EXHIBIT 10.5 - Agreement dated December 9, 1987 between Reynolds Metals Company and Jeremiah J. Sheehan. (File No. 1-1430, 1987 Form 10- K Report, EXHIBIT 10.9) * EXHIBIT 10.6 - Supplemental Death Benefit Plan for Officers. (File No. 1-1430, 1986 Form 10- K Report, EXHIBIT 10.8) * EXHIBIT 10.7 - Financial Counseling Assistance Plan for Officers. (File No. 1-1430, 1987 Form 10-K Report, EXHIBIT 10.11) * EXHIBIT 10.8 - Management Incentive Deferral Plan. (File No. 1-1430, 1987 Form 10-K Report, EXHIBIT 10.12) * EXHIBIT 10.9 - Deferred Compensation Plan for Outside Directors as Amended and Restated Effective December 1, 1993. (File No. 1- 1430, 1993 Form 10-K Report, EXHIBIT 10.12) * EXHIBIT 10.10 - Retirement Plan for Outside Directors. (File No. 1-1430, 1986 Form 10-K Report, EXHIBIT 10.10) * EXHIBIT 10.11 - Death Benefit Plan for Outside Directors. (File No. 1-1430, 1986 Form 10-K Report, EXHIBIT 10.11) * EXHIBIT 10.12 - Form of Indemnification Agreement for Directors and Officers. (File No. 1- 1430, Form 8-K Report dated April 29, 1987, EXHIBIT 28.3) * EXHIBIT 10.13 - Form of Executive Severance Agreement between Reynolds Metals Company and key executive personnel, including each of the individuals listed in Item 4A hereof. (File No. 1-1430, 1987 Form 10- K Report, EXHIBIT 10.18) ____________________________ * Incorporated by reference. * EXHIBIT 10.14 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective May 20, 1988. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended June 30, 1988, EXHIBIT 19(a)) * EXHIBIT 10.15 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective October 21, 1988. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended September 30, 1988, EXHIBIT 19(a)) * EXHIBIT 10.16 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective January 1, 1987. (File No. 1- 1430, 1988 Form 10-K Report, EXHIBIT 10.22) * EXHIBIT 10.17 - Form of Stock Option and Stock Appreciation Right Agreement, as approved February 16, 1990 by the Compensation Committee of the Company's Board of Directors. (File No. 1-1430, 1989 Form 10-K Report, EXHIBIT 10.24) * EXHIBIT 10.18 - Amendment to Reynolds Metals Company 1982 Nonqualified Stock Option Plan effective January 18, 1991. (File No. 1- 1430, 1990 Form 10-K Report, EXHIBIT 10.25) * EXHIBIT 10.19 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective January 18, 1991. (File No. 1- 1430, 1990 Form 10-K Report, EXHIBIT 10.26) * EXHIBIT 10.20 - Letter Agreement dated January 18, 1991 between Reynolds Metals Company and William O. Bourke. (File No. 1-1430, 1990 Form 10-K Report, EXHIBIT 10.27) * EXHIBIT 10.21 - Form of Stock Option Agreement, as approved April 22, 1992 by the Compensation Committee of the Company's Board of Directors. (File No. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1992, EXHIBIT 28(a)) * EXHIBIT 10.22 - Consulting Agreement dated May 1, 1992 between Reynolds Metals Company and William O. Bourke. (File No. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1992, EXHIBIT 28(b)) * EXHIBIT 10.23 - Renewal dated February 18, 1994 of Consulting Agreement dated May 1, 1992 between Reynolds Metals Company and William O. Bourke. (File No. 1-1430, 1993 Form 10-K Report, EXHIBIT 10.28) * EXHIBIT 10.24 - Reynolds Metals Company Restricted Stock Plan for Outside Directors. (Registration Statement No. 33-53851 on Form S-8, dated May 27, 1994, EXHIBIT 4.6) ____________________________ * Incorporated by reference. * EXHIBIT 10.25 - Reynolds Metals Company New Management Incentive Deferral Plan. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended June 30, 1994, EXHIBIT 10.30) * EXHIBIT 10.26 - Reynolds Metals Company Salary Deferral Plan for Executives. (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1994, EXHIBIT 10.31) * EXHIBIT 10.27 - Reynolds Metals Company Supplemental Long Term Disability Plan for Executives. (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1994, EXHIBIT 10.32) * EXHIBIT 10.28 - Amendment to Reynolds Metals Company 1982 Nonqualified Stock Option Plan effective August 19, 1994. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended September 30, 1994, EXHIBIT 10.33) * EXHIBIT 10.29 - Amendment to Reynolds Metals Company 1987 Nonqualified Stock Option Plan effective August 19, 1994. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended September 30, 1994, EXHIBIT 10.34) * EXHIBIT 10.30 - Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option Plan effective August 19, 1994. (File No. 1- 1430, Form 10-Q Report for the Quarter Ended September 30, 1994, EXHIBIT 10.35) * EXHIBIT 10.31 - Amendment to Reynolds Metals Company New Management Incentive Deferral Plan effective January 1, 1995. (File No. 1- 1430, 1994 Form 10-K Report, EXHIBIT 10.36) * EXHIBIT 10.32 - Amendment to Reynolds Metals Company New Management Incentive Deferral Plan effective January 1, 1995 through December 31, 1996. (File No. 1-1430, 1994 Form 10-K Report, EXHIBIT 10.37) * EXHIBIT 10.33 - Amendment to Reynolds Metals Company Salary Deferral Plan for Executives effective January 1, 1995 through December 31, 1996. (File No. 1-1430, 1994 Form 10-K Report, EXHIBIT 10.38) * EXHIBIT 10.34 - Form of Split Dollar Life Insurance Agreement (Trustee Owner, Trustee Pays Premiums). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.34) * EXHIBIT 10.35 - Form of Split Dollar Life Insurance Agreement (Trustee Owner, Employee Pays Premium). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.35) * EXHIBIT 10.36 - Form of Split Dollar Life Insurance Agreement (Employee Owner, Employee Pays Premium). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.36) ____________________________ * Incorporated by reference. * EXHIBIT 10.37 - Form of Split Dollar Life Insurance Agreement (Third Party Owner, Third Party Pays Premiums). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.37) * EXHIBIT 10.38 - Form of Split Dollar Life Insurance Agreement (Third Party Owner, Employee Pays Premiums). (File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30, 1995, EXHIBIT 10.38) ** EXHIBIT 11 - Computation of Earnings Per Share EXHIBIT 12 - Not applicable EXHIBIT 13 - Not applicable EXHIBIT 16 - Not applicable EXHIBIT 18 - None ** EXHIBIT 21 - List of Subsidiaries of Reynolds Metals Company EXHIBIT 22 - None ** EXHIBIT 23 - Consent of Independent Auditors ** EXHIBIT 24 - Powers of Attorney ** EXHIBIT 27 - Financial Data Schedule EXHIBIT 28 - Not applicable EXHIBIT 99.1 - Reynolds Metals Company Savings and Investment Plan for Salaried Employees Annual Report on Form 11-K for the Fiscal Year ended December 31, 1995 EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for Hourly Employees on Form 11-K for the Fiscal Year ended December 31, 1995 EXHIBIT 99.3 - Employees Savings Plan Annual Report on Form 11-K for the Fiscal Year ended December 31, 1995 ____________________________ * Incorporated by reference. ** Previously filed. EX-99 2 EXHIBIT 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 1-1430 A. Full title of the plan: REYNOLDS METALS COMPANY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: REYNOLDS METALS COMPANY 6601 West Broad Street P. O. Box 27003 Richmond, Virginia 23261-7003 REQUIRED INFORMATION FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS Page No. Report of Independent Auditors.......................... F-1 Statements of Net Assets Available for Plan Benefits, with Fund Information.................. F-2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information.............. F-4 Notes to Financial Statements........................... F-5 Schedules: Assets Held for Investment Purposes.................... S-1 Reportable Transactions................................ S-3 EXHIBITS Exhibit A Consent of Independent Auditors SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. REYNOLDS METALS COMPANY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES By: Henry S. Savedge, Jr. Henry S. Savedge, Jr., Chairman Savings and Investment Plan Committee DATE: June 26, 1996 Report of Ernst & Young LLP, Independent Auditors Board of Directors Reynolds Metals Company We have audited the accompanying statements of net assets available for plan benefits of the Reynolds Metals Company Savings and Investment Plan for Salaried Employees as of December 31, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. These financial statements are the responsibility of management of Reynolds Metals Company (the Plan's Sponsor). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1995 and 1994, and the changes in its net assets available for plan benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year ended December 31, 1995, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Richmond, Virginia June 21, 1996 Reynolds Metals Company Savings and Investment Plan for Salaried Employees Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands) December 31, 1995
Fund Information ----------------------------------------------------------------------------------- Non- Participant Participant Directed Directed ----------------------------------------------------------------------------------- Small Inter- Capitali- Reynolds Diversified Balanced Interest national zation Reynolds Stock Equities Investment Income Equities Equities Loan Stock Fund Fund Fund Fund Fund Fund Fund Fund Total ------------------------------------------------------------------------------------------- Assets Investments: Common stock of Reynolds Metals Company 2,742,237 shares (Cost $90,858) $55,667 $ 99,612 $155,279 Mutual funds: - - Diversified Equities (Cost $37,532) - $51,994 - 51,994 Balanced (Cost $18,260) - - $20,230 - 20,230 International Equities (Cost $2,563) - - - $2,680 - 2,680 Small Capitalization (Cost $5,999) - - - - $6,358 - 6,358 Investment contracts - - - $82,223 - - - 82,223 Cash equivalents 772 280 112 13,193 25 34 1,335 15,751 Loans to participants - - - - - - $10,602 - 10,602 -------------------------------------------------------------------------------------------- Total investments 56,439 52,274 20,342 95,416 2,705 6,392 10,602 $100,947 345,117 Accrued income 348 - - - 66 297 - 622 1,333 Receivable from Executive Life Insurance Company - - - 3,066 - - - - 3,066 ------------------------------------------------------------------------------------------- Total assets 56,787 52,274 20,342 98,482 2,771 6,689 10,602 $101,569 349,516 ------------------------------------------------------------------------------------------- Liabilities Payable to Reynolds Metals Company - - - 3,066 - - - - 3,066 Accounts payable and other - - - - - - - - - ------------------------------------------------------------------------------------------- Total liabilities - - - 3,066 - - - - 3,066 ------------------------------------------------------------------------------------------- Interfund receivable (payable) - - - - - - - - - Net assets available for plan benefits $56,787 $52,274 $20,342 $95,416 $2,771 $6,689 $10,602 $101,569 $346,450 =========================================================================================== See accompanying notes.
Reynolds Metals Company Savings and Investment Plan for Salaried Employees Statement of Net Assets Available for Plan Benefits, with Fund Information (continued) (Dollars in Thousands) December 31, 1994
Fund Information -------------------------------------------------------------- Non- Participant Participant Directed Directed -------------------------------------------------------------- Reynolds Diversified Balanced Interest Reynolds Stock Equities Investment Income Loan Stock Fund Fund Fund Fund Fund Fund Total ----------------------------------------------------------------------- Assets Investments: Common stock of Reynolds Metals Company 2,623,523 shares (Cost $82,114) $45,253 $83,300 $128,553 Mutual funds: Diversified Equities (Cost $30,557) - $33,997 - 33,997 Balanced (Cost $13,226) - - $12,888 - 12,888 Investment contracts - - - $81,537 - 81,537 Cash equivalents 973 171 95 12,282 1,438 14,959 Loans to participants - - - - $9,926 - 9,926 -------------------------------------------------------------------------- Total investments 46,226 34,168 12,983 93,819 9,926 84,738 281,860 Accrued income 232 - - - - 428 660 Employer contributions receivable - - - - - 256 256 Receivable from Executive Life Insurance Company - - - 5,795 - - 5,795 -------------------------------------------------------------------------- Total assets 46,458 34,168 12,983 99,614 9,926 85,422 288,571 -------------------------------------------------------------------------- Liabilities Payable to Reynolds Metals Company - - - 5,795 - - 5,795 Accounts payable and other 1 - - 4 - 2 7 -------------------------------------------------------------------------- Total liabilities 1 - - 5,799 - 2 5,802 -------------------------------------------------------------------------- Interfund receivable (payable) 142 26 12 (180) - - - Net assets available for plan benefits $46,599 $34,194 $12,995 $93,635 $9,926 $85,420 $282,769 ========================================================================== See accompanying notes.
Reynolds Metals Company Savings and Investment Plan for Salaried Employees Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands) December 31, 1995
Fund Information ----------------------------------------------------------------------------------- Non- Participant Participant Directed Directed ----------------------------------------------------------------------------------- Small Inter- Capitali- Reynolds Diversified Balanced Interest national zation Reynolds Stock Equities Investment Income Equities Equities Loan Stock Fund Fund Fund Fund Fund Fund Fund Fund Total ------------------------------------------------------------------------------------------- Additions to net assets Investment income: Net realized and unrealized appreciation of investments $ 8,598 $12,010 $ 3,218 $ - $ 139 $ 472 $ 13,238 $37,675 Interest and dividends 1,216 1,070 693 5,959 66 297 $ 836 2,175 12,312 ------------------------------------------------------------------------------------------- 9,814 13,080 3,911 5,959 205 769 836 15,413 49,987 ------------------------------------------------------------------------------------------- Contributions: Employer: Stock - - - - - - - 3,834 3,834 Cash - - - - - - - 2,887 2,887 Employee 4,926 5,093 2,856 5,976 622 1,029 - - 20,502 ------------------------------------------------------------------------------------------- 4,926 5,093 2,856 5,976 622 1,029 - 6,721 27,223 Assets transferred 371 143 120 816 23 72 59 - 1,604 ------------------------------------------------------------------------------------------- Total Additions 15,111 18,316 6,887 12,751 850 1,870 895 22,134 78,814 ------------------------------------------------------------------------------------------- Deductions from net assets: Withdrawals by participants 2,199 2,107 544 4,703 5 24 238 4,918 14,738 Administrative expenses 50 56 19 175 2 3 - 90 395 ------------------------------------------------------------------------------------------- Total Deductions 2,249 2,163 563 4,878 7 27 238 5,008 15,133 ------------------------------------------------------------------------------------------- Interfund transfers (2,674) 1,927 1,023 (6,092) 1,928 4,846 19 (977) - Net increase 10,188 18,080 7,347 1,781 2,771 6,689 676 16,149 63,681 Net assets available for plan benefits: Beginning of year 46,599 34,194 12,995 93,635 - - 9,926 85,420 282,769 ------------------------------------------------------------------------------------------- End of year $56,787 $52,274 $20,342 $95,416 $ 2,771 $ 6,689 $10,602 $101,569 $346,450 =========================================================================================== See accompanying notes.
Reynolds Metals Company Savings and Investment Plan for Salaried Employees Notes to Financial Statements (Dollars in Thousands) December 31, 1995 1. Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The accounting records of the Reynolds Metals Company Savings and Investment Plan for Salaried Employees ("Plan") are maintained on the accrual basis. All securities transactions are recorded as of the trade date. Investments in Reynolds Metals Company Common Stock (stated at fair value) are valued at the last reported sales price on the last business day of the year. Investments in mutual funds are measured by quoted market prices and are reported at aggregate fair value at year-end. Investment contracts with insurance companies are reported at "contract value," which equals cost plus accrued income. Structured investment contracts are reported at fair value, which in the case of structured investment contracts equals contract value. Certain amounts in the 1994 financial statements have been reclassified to conform to the 1995 presentation. 2. Summary of Significant Plan Provisions The Plan is a defined contribution plan under the Employee Retirement Income Security Act of 1974 ("ERISA") and qualifies as a "cash or deferred" arrangement under Section 401(k) of the Internal Revenue Code. Plan participation is voluntary and, as of December 31, 1995, was limited to certain salaried employees who had completed 60 days of service. A participant may contribute from 1% to 12% of compensation in any combination on a before or after tax basis. Highly compensated participants may be required to reduce the amount of "pretax" contributions in order to permit the Plan to satisfy the nondiscrimination requirements of Section 401(k) of the Internal Revenue Code. Reynolds Metals Company Savings and Investment Plan for Salaried Employees Notes to Financial Statements (continued) 2. Summary of Significant Plan Provisions (continued) As of December 31, 1995, participants who receive a cash award under the Reynolds Metals Company Profit Sharing Program for Salaried Employees are also allowed to elect to contribute from 10% to 50% of any such award. In addition, participants eligible to receive gainsharing awards may elect to contribute from 10% to 50% of the award. Such contributions are not matched by Reynolds Metals Company (the "Company"). The Company contributes an amount equal to 50% of each participating employee's contribution up to 6% of compensation. The Company may also contribute up to an additional 50% of each participating employee's contribution up to 6% of compensation. The Company elected not to make an additional contribution for 1995 or 1994. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all participants will be fully vested in their account balances. A complete description of Plan provisions including those relating to vesting, withdrawals, loans and distributions is contained in the Summary Plan Description and the Plan document, copies of which are available from the Company. The Company is the Plan administrator and bears the related costs, except for investment-related and trustee fees which are paid by the Plan. 3. Investments Mutual Funds Substantially all of the assets held in the Diversified Equities Fund and the Balanced Investment Fund generally are invested in the Vanguard Institutional Index Fund and the Vanguard STAR Fund, respectively, no-load mutual funds held and managed by The Vanguard Group of Investment Companies. Substantially all of the assets held in the International Equities Fund and the Small Capitalization Equities Fund are invested in the T. Rowe Price Foreign Equity Fund and the T. Rowe Price Small-Cap Value Fund, respectively, no-load mutual funds held and managed by T. Rowe Price Associates, Inc. Reynolds Metals Company Savings and Investment Plan for Salaried Employees Notes to Financial Statements (continued) 3. Investments (continued) Investment Contracts The assets held in the Interest Income Fund generally are invested in guaranteed investment contracts ("GICs") at a fixed rate of return and structured investment contracts ("SICs") with various insurance companies and banks. These contracts generally provide for the full repayment of principal and interest. SIC's represent a diversified portfolio of high grade investments held in the name of the Plan in conjunction with a corresponding contract with the issuer of the SIC to provide a fixed or variable rate of return (based on the investment experience and reset quarterly) on the cost of the portfolio. Upon the occurrence of certain events (none of which are currently known to have occurred, nor are any such events contemplated), however, market value of the GIC or SIC, if lower than its book value, may be repaid. Interest is credited to participants' accounts on the dollar-weighted average (blended rate) basis. The annual rate of return on these contracts during 1995 and at December 31, 1995 was approximately 6.8% (7% in 1994). The fair value of the Plan's GICs approximates contract value. In April 1991, Executive Life Insurance Company ("Executive Life"), the issuer of one of the guaranteed investment contracts then held by the Plan, was placed into conservatorship. The Company and the Plan entered into an agreement on August 1, 1991, whereby the Company was obligated to provide interest free loans to the Plan for any amounts due under the guaranteed investment contract which Executive Life failed to pay. As of December 31, 1995, the Company had advanced to the Plan $12,335, which represents all amounts due under this contract. The Plan is obligated to repay the loans to the extent amounts are subsequently recovered from or on behalf of Executive Life, and any remaining balance will be forgiven by the Company. As of December 31, 1995, the Plan has repaid $9,269 of the advanced amounts and has outstanding advances of $3,066. On August 11, 1994, insurance regulators took control of Confederation Life Insurance Company ("Confederation Life"), the issuer of a guaranteed investment contract held at the time by the Interest Income Fund with a contract value of $5,198. As of August 11, 1994, interest accruals with respect to the contract ceased, and funds represented by the contract were frozen. Contributions made or transferred to the Interest Income Fund after August 11, 1994 are being invested in the remaining assets of the Interest Income Fund. Reynolds Metals Company Savings and Investment Plan for Salaried Employees Notes to Financial Statements (continued) 3. Investments (continued) Until further notice, no distribution or withdrawal made from the Plan will include amounts attributable to a participant's interest in the Confederation Life contract. There is no indication from the regulators when a final resolution of this matter might be announced and it is not possible to estimate how much of the contract value of this investment may be lost, if any, upon final resolution. The SIC with Commonwealth Life Insurance Company for $23,765 held by the Plan constitutes the only individual investment contract in excess of five percent of net assets available for plan benefits on December 31, 1995. During 1995 the Company acquired a manufacturing facility from Alcan Aluminum Corporation ("Alcan"). Former Alcan employees, who are now employed by the Company, transferred their account balances from Alcan's savings plan to the Plan. There was no effect on any participant's account balances as a result of the transfer. 4. Differences Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1995 1994 ----------------------- Net assets available for benefits per the financial statements $346,450 $282,769 Amounts allocated to withdrawn participants 280 1,277 ----------------------- Net assets available for benefits per the Form 5500 $346,170 $281,492 ======================= Reynolds Metals Company Savings and Investment Plan for Salaried Employees Notes to Financial Statements (continued) 4. Differences Between Financial Statements and Form 5500 (continued) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended December 31, 1995 -------------- Benefits paid to participants per the financial statements $14,738 Add: Amounts allocated on Form 5500 to withdrawn participants in the current year 280 Less: Amounts allocated on Form 5500 to withdrawn participants in the prior year (1,277) -------------- Benefits paid to participants per the Form 5500 $13,741 ============== 5. Income Taxes The Internal Revenue Service has determined that the Plan qualifies under Section 401(a) of the Internal Revenue Code (the "Code"). As long as the Plan continues to be qualified, under present Federal income tax laws and regulations participants will not be taxed on employer contributions or investment earnings allocated to their account. Participants will normally be subject to tax thereon at such time as they receive distributions from the Plan. As long as the Plan continues to be qualified, the Plan will not be taxed on its dividend and interest income or on any capital gains realized by it or on any unrealized appreciation of investments. Schedules Reynolds Metals Company Savings and Investment Plan for Salaried Employees Schedule of Assets Held for Investment Purposes
December 31, 1995 (Dollars in Thousands) Issuer Description Cost Fair Value - ---------------------------------------- -------------------------- --------------- ------------ Common Stock Reynolds Metals Company* 2,742,237 shares $90,858 $155,279 Mutual Funds Vanguard Institutional Index Fund 897,574 shares 37,532 51,994 Vanguard STAR Fund 1,346,938 shares 18,260 20,230 T. Rowe Price Foreign Equity Fund 188,654 shares 2,563 2,680 T. Rowe Price Small-Cap Value Fund 384,673 shares 5,999 6,358 Cash Equivalents Northern Trust Collective Short Term Short-term Investments 15,751 15,751 Investment Fund Structured Investment Contracts Commonwealth Life Insurance Company ADA00019TR Structured Investment Contract, 6.53% Investment Portfolio 23,765 24,009 Wrap Contract - (244) Bankers Trust Company 92-340 Structured Investment Contract, 7.88%, 1/15/96 Investment Portfolio 166 166 Wrap Contract - - Bankers Trust Company 92-389 Structured Investment Contract, 5.82%, 4/15/98 Investment Portfolio 6,048 6,025 Wrap Contract - 23 National Westminster Bank Plc SAM 129 Structured Investment Contract, 7.17%, 11/20/98 Investment Portfolio 10,110 10,354 Wrap Contract - (244) National Westminster Bank Plc SAM 129B Structured Investment Contract, 5.65%, 7/15/99 Investment Portfolio 6,941 6,882 Wrap Contract - 59 Loans Loans to participants* Generally repayable in 5 years, prime rate plus 1% 10,602 10,602 * Indicates party-in-interest to the Plan.
Reynolds Metals Company Savings and Investment Plan for Salaried Employees Schedule of Assets Held for Investment Purposes (continued) (Dollars in Thousands)
Contract Issuer Description Cost Value - ---------------------------------------- -------------------------- --------------- ------------ Investment Contracts - Insurance Companies Business Men's Assurance Company 1136 Guaranteed Investment Contract, 5.20%, 1/22/97 5,048 5,048 The Prudential Insurance Company of America GIC-5925 Guaranteed Investment Contract, 8.75%, 1/2/96 2,059 2,059 Life of Virginia Insurance Company GS-2786 Guaranteed Investment Contract, 6.38%, 7/31/97 6,228 6,228 Commonwealth Life Insurance Company ADA00307FR Guaranteed Investment Contract, 9.91%, 7/15/96 8,401 8,401 Confederation Life Insurance Company 62447 Guaranteed Investment Contract, 8.55%, 4/10/96 5,198 5,198 Protective Life Insurance Company GA-1022 Guaranteed Investment Contract, 6.84%, 10/30/97 2,023 2,023 Ohio National Life Insurance Company GA-5143 Guaranteed Investment Contract, 9.16%, 3/21/96 4,847 4,847 Commonwealth Life Insurance Company ADA00292ST Group Annuity Contract, 5.98% 1,389 1,389 --------------- ------------- 263,788 345,117 =============== =============
Reynolds Metals Company Savings and Investment Plan for Salaried Employees Schedule of Reportable Transactions Year ended December 31, 1995 (Dollars in Thousands)
Number of Number of Net Gain Description of Assets Purchases Cost Sales Proceeds (Loss) - ------------------------------ ----------- --------- --------- ---------- ---------- Category (iii) - Series of Transactions in Excess of 5% of Plan Assets - ---------------------------------------------------------------------- Northern Trust Collective Short 327 $87,744 410 $87,108 $ 0 Term Investment Fund Reynolds Metals Company 12 10,827 6 8,563 3,853 Common Stock MFO Vanguard Institutional 142 10,564 115 4,419 830 Index Fund There were no Category (i), (ii), or (iv) reportable transactions during 1995.
INDEX TO EXHIBITS Exhibit A Consent of Independent Auditors EXHIBIT A CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-20498) pertaining to the Reynolds Metals Company Savings and Investment Plan for Salaried Employees and in the related Prospectus of our report dated June 21, 1996, with respect to the financial statements and schedules of the Reynolds Metals Company Savings and Investment Plan for Salaried Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1995. Ernst & Young LLP Richmond, Virginia June 21, 1996 EX-99 3 EXHIBIT 99.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 1-1430 A. Full title of the plan: REYNOLDS METALS COMPANY SAVINGS PLAN FOR HOURLY EMPLOYEES B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: REYNOLDS METALS COMPANY 6601 West Broad Street P. O. Box 27003 Richmond, Virginia 23261-7003 REQUIRED INFORMATION FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS Page No. Report of Independent Auditors.......................... F-1 Statements of Net Assets Available for Plan Benefits, with Fund Information.................. F-2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information.............. F-4 Notes to Financial Statements........................... F-5 Schedules: Assets Held for Investment Purposes..................... S-1 Reportable Transactions................................. S-2 EXHIBITS Exhibit A Consent of Independent Auditors SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. REYNOLDS METALS COMPANY SAVINGS PLAN FOR HOURLY EMPLOYEES By: Henry S. Savedge, Jr. Henry S. Savedge, Jr., Chairman Plan Committee for Hourly Savings Plan DATE: June 26, 1996 Report of Ernst & Young LLP, Independent Auditors Board of Directors Reynolds Metals Company We have audited the accompanying statements of net assets available for plan benefits of the Reynolds Metals Company Savings Plan for Hourly Employees as of December 31, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. These financial statements are the responsibility of management of Reynolds Metals Company (the Plan's Sponsor). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1995 and 1994, and the changes in its net assets available for plan benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year ended December 31, 1995, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Richmond, Virginia June 21, 1996 Reynolds Metals Company Savings Plan for Hourly Employees Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
December 31, 1995 ---------------------------------------------------------------------- Fund Information ----------------------------------------------------------- Reynolds Diversified Balanced Interest Stock Equities Investment Income Loan Fund Fund Fund Fund Fund Total ---------------------------------------------------------------------- Assets Investments: Common stock of Reynolds Metals Company 43,299 shares (Cost $2,313) $ 2,463 $ 2,463 Master trust: Diversified Equities (cost $6,252) - $ 7,317 7,317 Balanced (cost $5,067) - - $5,422 5,422 Interest Income - - - $121,449 121,449 Cash equivalents 3 - - - 3 Loans to participants - - - - $ 4,870 4,870 ---------------------------------------------------------------------- Total investments 2,466 7,317 5,422 121,449 4,870 141,524 Contributions receivable 10 28 19 426 - 483 Accrued income 15 - - - - 15 ---------------------------------------------------------------------- Total assets 2,491 7,345 5,441 121,875 4,870 142,022 Liabilities Accounts payable and other - - - 5 - 5 ---------------------------------------------------------------------- Total liabilities - - - 5 - 5 ---------------------------------------------------------------------- Interfund receivable (payable) (82) 477 92 (487) - - Net assets available for plan benefits $2,409 $7,822 $5,533 $121,383 $4,870 $142,017 ====================================================================== See accompanying notes. /TABLE Reynolds Metals Company Savings Plan for Hourly Employees Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
December 31, 1994 ------------------------------------------------------------------------ Fund Information ----------------------------------------------------------- Reynolds Diversified Balanced Interest Stock Equities Investment Income Loan Fund Fund Fund Fund Fund Total ------------------------------------------------------------------------ Assets Investments: Common stock of Reynolds Metals Company 28,039 shares $1,374 $ 1,374 (Cost $1,409) Master trust: Diversified Equities (cost $2,026) - $2,000 2,000 Balanced (cost $2,668) - - $2,490 2,490 Interest Income - - - $101,124 101,124 Cash equivalents 17 - - - 17 Loans to participants - - - - $3,731 3,731 ------------------------------------------------------------------------ Total investments 1,391 2,000 2,490 101,124 3,731 110,736 Contributions receivable 3 5 6 273 - 287 ------------------------------------------------------------------------ Total assets 1,394 2,005 2,496 101,397 3,731 111,023 ------------------------------------------------------------------------ Liabilities Accounts payable and other 9 - - 21 - 30 ------------------------------------------------------------------------ Total liabilities 9 - - 21 - 30 ------------------------------------------------------------------------ Interfund receivable (payable) 66 6 (33) (39) - - ------------------------------------------------------------------------ Net assets available for plan benefits $1,451 $2,011 $2,463 $101,337 $3,731 $110,993 ------------------------------------------------------------------------ See accompanying notes. /TABLE Reynolds Metals Company Savings Plan for Hourly Employees Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
Year Ended December 31, 1995 ---------------------------------------------------------------------- Fund Information ------------------------------------------------------------ Reynolds Diversified Balanced Interest Stock Equities Investment Income Loan Fund Fund Fund Fund Fund Total ---------------------------------------------------------------------- Additions to net assets: Investment income: Net realized and unrealized appreciation of investments $ 356 $ 961 $ 659 $ 1,976 Interest and dividends 46 105 158 $ 7,444 $ 415 8,168 ----------------------------------------------------------------------- 402 1,066 817 7,444 415 10,144 ----------------------------------------------------------------------- Contributions: Employer 83 177 149 7,058 - 7,467 Employee 322 589 495 13,223 - 14,629 ----------------------------------------------------------------------- 405 766 644 20,281 - 22,096 Assets transferred - 927 574 3,872 - 5,373 ----------------------------------------------------------------------- Total Additions 807 2,759 2,035 31,597 415 37,613 ----------------------------------------------------------------------- Deductions from net assets: Withdrawals by participants 15 95 106 6,241 - 6,457 Administrative expenses 1 2 2 127 - 132 ----------------------------------------------------------------------- Total Deductions 16 97 108 6,368 - 6,589 ----------------------------------------------------------------------- Interfund transfers 167 3,149 1,143 (5,183) 724 - Net increase 958 5,811 3,070 20,046 1,139 31,024 Net assets available for plan benefits: Beginning of year 1,451 2,011 2,463 101,337 3,731 110,993 ----------------------------------------------------------------------- End of year $2,409 $7,822 $5,533 $121,383 $4,870 $142,017 ======================================================================= See accompanying notes. /TABLE Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements December 31, 1995 (Dollars in Thousands) 1. Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The accounting records of the Reynolds Metals Company Savings Plan for Hourly Employees ("Plan") are maintained on the accrual basis. All securities transactions are recorded as of the trade date. Investments in Reynolds Metals Company Common Stock (stated at fair value) are valued at the last reported sales price on the last business day of the year. Investments in mutual funds are measured by quoted market prices and are reported at aggregate fair value at year-end. Investment contracts with insurance companies are reported at "contract value," which equals cost plus accrued income. Structured investment contracts are reported at fair value, which in the case of structured investment contracts equals contract value. 2. Summary of Significant Plan Provisions Reynolds Metals Company (the "Company") established the Plan effective January 1, 1986, covering hourly employees under certain collective bargaining agreements. The Plan is a defined contribution plan under the Employee Retirement Income Security Act of 1974 ("ERISA") and qualifies as a "cash or deferred" arrangement under Section 401(k) of the Internal Revenue Code. A complete description of the Plan is contained in the Summary Plan Description and in the Plan document, copies of which are available from the Company. Hourly employees who are in a bargaining unit covered by a collective bargaining agreement that incorporates the Plan by reference will become eligible to participate in the Plan on the later of (a) the date on which they complete their probationary period or (b) the date on which the collective bargaining agreement under which they are covered first incorporates the Plan by reference. Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 2. Summary of Significant Plan Provisions (continued) Plan participation is voluntary. Participants may elect to make contributions on a before or after tax basis. Each collective bargaining agreement that incorporates the Plan by reference provides that participants may elect to make contributions to the Plan in specified amounts ranging from 2% to 12% of compensation in 1% increments. Each such collective bargaining agreement may also provide for the following types of contributions: (a) Negotiated Deferral Contributions: At certain bargaining units the Company makes a contribution to a participant's account based on the number of hours worked by each active employee participating in the Plan. (b) Additional Voluntary Contributions: As of December 31, 1995, if participants are eligible to receive a profit sharing award, gainsharing payment or other designated type of lump sum payment, they may elect to contribute between 10% and 50% of the award and/or payment (in 10% increments) to the Plan. (c) Company Matching Contributions: At certain bargaining units the Company will, subject to certain limitations, contribute to the Plan on behalf of each eligible participant, a fixed percentage of a portion of the contributions by such participant. Participants in the Plan are fully vested in their account balances. Highly compensated participants may be required to reduce the amount of "pretax" contributions in order to permit the Plan to satisfy the nondiscrimination requirements of Section 401(k) of the Internal Revenue Code. Withdrawals and distributions are handled in accordance with the Plan provisions and are subject to certain regulatory restrictions. The trustee holds all of the Plan's investment assets and executes transactions therein. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and subject to the terms of any applicable collective bargaining agreement. Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 2. Description of the Plan (continued) The Company is the Plan administrator and bears the related costs, except for investment-related and trustee fees which are paid by the Plan. 3. Commingled Master Trust Investments All of the assets invested in the Interest Income Fund, Diversified Equities Fund and Balanced Investment Fund as of December 31, 1995 and 1994 were held in a Master Trust established under a Master Trust Agreement dated as of December 29, 1989 between Reynolds Metals Company and The Chase Manhattan Bank, N.A., as trustee, and are commingled with the assets of three other savings plans of the Company and certain of its subsidiaries. Substantially all the assets held in the Diversified Equities Fund and the Balanced Investment Fund were invested in the Vanguard Institutional Index Fund and the Vanguard STAR Fund, respectively, no-load mutual funds held and managed by The Vanguard Group of Investment Companies. The portion of the commingled Diversified Equities Fund and commingled Balanced Investment Fund allocable to the Plan were 96.6% and 97.8%, respectively, at December 31, 1995 and 84.2% and 86.1%, respectively, at December 31, 1994. The assets of the Interest Income Fund generally are invested in guaranteed investment contracts ("GICs") at fixed rates of return and structured investment contracts ("SICs") with various insurance companies and banks. These contracts generally provide for the full repayment of principal and interest. SIC's represent high grade investments held in the name of the Master Trust in conjunction with a corresponding contract with the issuer of the SIC to provide a fixed or variable rate of return (based on investment experience and reset quarterly) on the cost of the investment. Upon the occurrence of certain events (none of which are currently known to have occurred, nor are any such events contemplated), however, market value of the GIC or SIC, if lower than its book value, may be repaid. The annual rate of return on these contracts during 1995 and 1994 was approximately 7%. The annual rate of return on these contracts at December 31, 1995 was 6.4% (7% at December 31, 1994). Interest is credited to participants' accounts on the dollar-weighted average (blended rate) basis. The portion of the commingled Interest Income Fund allocable to the Plan is 97.1% and 94.8% at December 31, 1995 and 1994, respectively. The fair value of the Plan's GICs approximates contract value. Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 3. Commingled Master Trust Investments (continued) On December 31, 1995 certain assets of two other savings plans of the Company were transferred into the Plan. There was no effect on any participant's accounts as a result of the transfer. Summarized financial fund information of the commingled accounts within the Master Trust is presented below:
December 31, 1995 December 31, 1994 ---------------------------------------- -------------------------------------- Diversified Balanced Interest Diversified Balanced Interest Equities Investment Income Equities Investment Income Fund Fund Fund Fund Fund Fund ---------------------------------------- -------------------------------------- MASTER TRUST NET ASSETS Assets Cash and cash equivalents $ 23,907 $ 8,654 Contributions receivable $ 510 $ 112 448 $ 9 $ 8 286 Investments: Investment contracts - - 101,160 - - 98,062 Mutual funds 7,572 5,547 - 2,375 2,893 - ---------------------------------------- -------------------------------------- Total assets 8,082 5,659 125,515 2,384 2,901 107,002 Liabilities Accounts payable - - 480 - 36 55 ---------------------------------------- -------------------------------------- Master Trust net assets $8,082 $5,659 $125,035 $2,384 $2,865 $106,947 ======================================== ====================================== CHANGES IN MASTER TRUST NET ASSETS Additions: Contributions from plans $1,022 $ 783 $21,800 Net realized and unrealized appreciation (depreciation) of investments 1,156 765 - Interest and dividends 126 182 7,868 Assets transferred into Master Trust 162 - 890 -------------------------------------- 2,466 1,730 30,558 -------------------------------------- Deductions: Distributions to plans 114 143 6,865 Administrative expenses 2 3 138 -------------------------------------- 116 146 7,003 Interfund transfers-net 3,348 1,210 (5,467) --------------------------------------- Net additions 5,698 2,794 18,088 -------------------------------------- Master Trust net assets at beginning of period 2,384 2,865 106,947 ---------------------------------------- Master Trust net assets at end of period $8,082 $5,659 $125,035 ======================================
Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 4. Differences Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31 1995 1994 ---------------------- Net assets available for benefits per the financial statements $142,017 $110,993 Amounts allocated to withdrawn participants 930 547 ---------------------- Net assets available for benefits per the Form 5500 $141,087 $110,446 ====================== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: December 31 1995 ------------ Benefits paid to participants per the financial statements $6,457 Add: Amounts allocated on Form 5500 to withdrawn participants in the current year 930 Less: Amounts allocated on form 5500 to withdrawn participants in the prior year (547) ------------ Benefits paid to participants per the Form 5500 $6,840 ============ 5. Income Tax Status The Internal Revenue Service has determined that the Plan qualifies under Section 401(a) of the Internal Revenue Code (the "Code"). As long as the Plan continues to be qualified, under Federal income tax laws and regulations participants will not be taxed on employer contributions or investment earnings allocated to their account. Participants will normally be subject to tax thereon at such time as they receive distributions from the Plan. As long as the Plan continues to be qualified, the Plan will not be taxed on its dividend and interest income or any capital gains realized by it or any unrealized appreciation of investments. Schedules Reynolds Metals Company Savings Plan for Hourly Employees Schedule of Assets Held For Investment Purposes December 31, 1995 (Dollars in Thousands)
Fair Issuer Description Cost Value - ------------------------------------------------------------------------------------- Common stock Reynolds Metals Company* 43,299 shares $2,313 $2,463 Cash equivalents Chase Temporary Investment Funds Short-term investments $3 $3 Loans Loans to participants* Generally payable in 5 years, prime plus 1% $4,870 $4,870 *Indicates party-in-interest to the Plan.
Reynolds Metals Company Savings Plan for Hourly Employees Schedule of Reportable Transactions Year ended December 31, 1995
Category (i) - Individual Transactions in Excess of 5% of Plan Assets - --------------------------------------------------------------------------------------------------- Number of Net Gain Description of Assets Shares Transaction Cost Proceeds (Loss) - --------------------------------------------------------------------------------------------------- Chase Bank Domestic Liquidity 102,321 Purchase $102,321 Chase Bank Domestic Liquidity 111,389 Sale 111,389 $ 111,389 $ 0 Chase Bank Domestic Liquidity 84,673 Sale 84,673 84,673 0 Chase Bank Domestic Liquidity 126,314 Purchase 126,314 Chase Bank Domestic Liquidity 135,068 Sale 135,068 135,068 0 Chase Bank Domestic Liquidity 97,705 Purchase 97,705 Chase Bank Domestic Liquidity 95,466 Sale 95,466 95,466 0 Chase Bank Domestic Liquidity 155,293 Purchase 155,293 Chase Bank Domestic Liquidity 164,977 Sale 164,977 164,977 0 RMC Common Stock 5,565 Sale 280,367 346,855 66,488 RMC Common Stock 3,158 Purchase 164,977 RMC Common Stock 2,200 Purchase 116,424 RMC Common Stock 1,800 Purchase 89,631 RMC Common Stock 2,740 Purchase 135,068 RMC Common Stock 2,100 Purchase 101,420 RMC Common Stock 6,507 Sale 323,707 406,691 82,984 RMC Common Stock 6,507 Purchase 406,691
Category (iii) - Series of Transactions in Excess of 5% of Plan Assets - --------------------------------------------------------------------------------------------------- Number of Number of Net Gain Description of Assets Purchases Cost Sales Proceeds (Loss) - --------------------------------------------------------------------------------------------------- Chase Bank Domestic Liquidity 77 1,061,403 50 $1,075,992 - RMC Common Stock 80 1,879,601 41 1,146,976 $171,018 There were no category (ii) or (iv) reportable transactions during 1995.
INDEX TO EXHIBITS Exhibit A Consent of Independent Auditors EXHIBIT A CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-66032) pertaining to the Reynolds Metals Company Savings Plan for Hourly Employees and in the related Prospectus of our report dated June 21, 1996, with respect to the financial statements and schedules of the Reynolds Metals Company Savings Plan for Hourly Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1995. Ernst & Young LLP Richmond, Virginia June 21, 1996 EX-99 4 EXHIBIT 99.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 1-1430 A. Full title of the plan: EMPLOYEES SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: REYNOLDS METALS COMPANY 6601 West Broad Street P. O. Box 27003 Richmond, Virginia 23261-7003 REQUIRED INFORMATION FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS Page No. Report of Independent Auditors........................... F-1 Statement of Net Assets Available for Plan Benefits, with Fund Information................... F-2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information............... F-3 Notes to Financial Statements............................ F-4 Schedules: Assets Held for Investment Purposes...................... S-1 Reportable Transactions.................................. S-2 EXHIBITS Exhibit A Consent of Independent Auditors SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, Reynolds Metals Company, which administers the Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. EMPLOYEES SAVINGS PLAN By: Richard G. Holder Richard G. Holder Chairman and Chief Executive Officer Reynolds Metals Company DATE: June 26, 1996 Report of Ernst & Young LLP, Independent Auditors Board of Directors Reynolds Metals Company We have audited the accompanying statements of net assets available for plan benefits of the Employees Savings Plan as of December 31, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. These financial statements are the responsibility of management of Reynolds Metals Company (the Plan's Sponsor). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1995 and 1994, and the changes in its net assets available for plan benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year ended December 31, 1995, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Richmond, Virginia June 21, 1996 Employees Savings Plan Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
December 31, 1995 December 31, 1994 ------------------------------------------------------- ---------------------------------------------------- Fund Information Fund Information --------------------------------------------- -------------------------------------------- Reynolds Diversified Balanced Interest Reynolds Diversified Balanced Interest Stock Equities Investment Income Loan Stock Equities Investment Income Loan Fund Fund Fund Fund Fund Total Fund Fund Income Fund Fund Total ------------------------------------------------------- ---------------------------------------------------- Assets Investments: Common stock of Reynolds Metals Company 1,626 and 629 shares (Cost $90 and $33) $94 $ 94 $31 $ 31 Master trust: Diversified Equities (cost $224 and $52) - $256 256 - $52 52 Balanced (cost $121 and $27) - - $125 125 - - $26 26 Interest Income - - - $3,544 3,544 - - - $1,424 1,424 Loans to participants - - - - $71 71 - - - $53 53 ------------------------------------------------------- ---------------------------------------------------- Total investments 94 256 125 3,544 71 4,090 31 52 26 1,424 53 1,586 Contributions receivable 3 3 3 22 - 31 - - - 2 - 2 ------------------------------------------------------- ---------------------------------------------------- Total assets 97 259 128 3,566 71 4,121 31 52 26 1,426 53 1,588 Interfund receivable (payable) (11) 2 (2) 11 - - - 2 - (2) - - ------------------------------------------------------- ---------------------------------------------------- Net assets available for plan benefits $86 $261 $126 $3,577 $71 $4,121 $31 $54 $26 $1,424 $53 $1,588 ======================================================= ==================================================== See accompanying notes. /TABLE Employees Savings Plan Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
Year ended December 31, 1995 ---------------------------------------------------------------------- Fund Information --------------------------------------------------------- Reynolds Diversified Balance Interest Stock Equities Investment Income Loan Fund Fund Fund Fund Fund Total ------------------------------------------------------------------- Additions to net assets: Investment income: Net realized and unrealized appreciation of investments $ 9 $ 33 $ 10 $ 52 Interest and dividends 1 4 3 $ 111 $ 3 122 ------------------------------------------------------------------- 10 37 13 111 3 174 ------------------------------------------------------------------- Contributions: Employer 10 25 15 151 - 201 Employee 39 77 43 429 - 588 ------------------------------------------------------------------- 49 102 58 580 - 789 ------------------------------------------------------------------- Assets transferred - - - 1,676 - 1,676 ------------------------------------------------------------------- Total Additions 59 139 71 2,367 3 2,639 ------------------------------------------------------------------- Deductions from net assets: Withdrawals by participants 4 1 2 94 3 104 Administrative expenses - - - 2 - 2 ------------------------------------------------------------------- Total Deductions 4 1 2 96 3 106 ------------------------------------------------------------------- Interfund transfers - 69 31 (118) 18 0 Net increase 55 207 100 2,153 18 2,533 Net assets available for plan benefits: Beginning of year 31 54 26 1,424 53 1,588 ------------------------------------------------------------------- End of year $86 $261 $126 $3,577 $71 $4,121 =================================================================== See accompanying notes.
Employees Savings Plan Notes to Financial Statements December 31, 1995 (Dollars in Thousands) 1. Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The accounting records of the Employees Savings Plan ("Plan") are maintained on the accrual basis. All securities transactions are recorded as of the trade date. Investments in Reynolds Metals Company Stock (stated at fair value) are valued at the last reported sales price on the last business day of the year. Investments in mutual funds are measured by quoted market prices and are reported at aggregate fair value at year-end. Investment contracts with insurance companies are reported at "contract value", which equals cost plus accrued income. Structured investment contracts are reported at fair value, which in the case of structured investment contracts equals contract value. Certain amounts in the 1994 financial statements have been reclassified to conform to the 1995 presentation. 2. Summary of Significant Plan Provisions Reynolds Metals Company ("the Company") established the Plan effective January 1, 1990, covering all eligible employees of the Company and designated subsidiaries (each an "Employer") who elect to contribute. The Plan is a defined contribution plan under the Employee Retirement Income Security Act of 1974 ("ERISA") and qualifies as a "cash or deferred" arrangement under Section 401(k) of the Internal Revenue Code. A complete description of the Plan is contained in the Summary Plan Description and in the Plan document, copies of which are available from the Company. A participant may elect to make voluntary payroll contributions to the Plan in specified amounts ranging from 2% to 12% of compensation in 1% increments. Prior to July 1, 1994, participant contributions could only be made on a before tax basis. Effective July 1, 1994, participants may elect to make contributions on a before or after tax basis. Plan participation is voluntary and is available to eligible employees upon the later of (a) the date on which they complete their probationary period for purposes of the Plan, or (b) the date at which their Employer adopts the Plan. Employees Savings Plan Notes to Financial Statements (continued) 2. Summary of Significant Plan Provisions (continued) Highly compensated participants may be required to reduce the amount of "pretax" contributions in order to permit the Plan to satisfy the nondiscrimination requirements of Section 401(k) of the Internal Revenue Code. At certain locations, the Employer matches 50% of the participant's contribution, up to 6% of compensation, as defined in the Plan document. Effective July 1, 1994, participants may choose from four investment funds, including a Company Stock fund. Prior to July 1, 1994, the only investment option was the Interest Income Fund. As of December 31, 1995, if participants are eligible to receive a profit sharing award, gainsharing payment or other designated type of lump sum payment, they may elect to contribute between 10% and 50% of the award and/or payment (in 10% increments) to the Plan. Such contributions are not eligible for Employer match. The Employer's matching contributions are 100% vested upon death, retirement, disability or completion of 3 years of service. Employer contributions are forfeited if a participant terminates employment prior to the full vesting period. Amounts forfeited are used to reduce Employer contributions. Employee contributions are fully vested immediately. Withdrawals and distributions are handled in accordance with the Plan provisions and are subject to certain regulatory restrictions. The trustee holds all of the Plan's investment assets and executes transactions therein. Although it has not expressed an intent to do so, the Company has the right under the Plan document to discontinue contributions and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all Employer contributions would become fully vested. The Company is responsible for all administrative duties related to the Plan and bears the related costs, except for investment-related and trustee fees which are paid by the Plan. Employees Savings Plan Notes to Financial Statements (continued) 3. Commingled Master Trust Investments All of the assets held in the Interest Income Fund, Diversified Equities Fund and Balanced Investment Fund as of December 31, 1995 and 1994 were held in a Master Trust established under a Master Trust Agreement dated as of December 29, 1989 between Reynolds Metals Company and The Chase Manhattan Bank, N.A., as trustee, and are commingled with the assets of three other savings plans of the Company and certain of its subsidiaries. Substantially all the assets held in the Balanced Investment Fund and the Diversified Equities Fund were invested in the Vanguard STAR Fund and the Vanguard Institutional Index Fund, respectively, no-load mutual funds held and managed by the Vanguard Group of Investment Companies. The portion of the commingled Diversified Equities Fund and commingled Balanced Investment Fund allocable to the Plan were 3.4% and 2.2%, respectively, at December 31, 1995 and 2.2% and 0.9%, respectively, at December 31, 1994. The assets of the Interest Income Fund generally are invested in guaranteed investment contracts ("GICs") at a fixed rate of return and structured investment contracts ("SICs") with various insurance companies and banks. These contracts generally provide for the full repayment of principal and interest. SIC's represent high grade investments held in the name of the Master Trust in conjunction with a corresponding contract with the issuer of the SIC to provide a fixed or variable rate of return (based on investment experience and reset quarterly) on the cost of the investment. Upon the occurrence of certain events (none of which are currently known to have occurred, nor are any such events contemplated), however, market value of the GIC or SIC, if lower than book value, may be repaid. The annual rate of return on these contracts during 1995 and 1994 was approximately 7%. The rate of return on these contracts at December 31, 1995 was 6.4% (7% at December 31, 1994). Interest is credited to participants' accounts on the dollar- weighted average (blended rate) basis. The fair value of the Plan's GICs approximates contract value. On December 31, 1995, certain assets of another savings plan of the Company were transferred into the Plan. There was no effect on any participant's accounts as a result of the transfer. Employees Savings Plan Notes to Financial Statements (continued) 3. Commingled Master Trust Investments (continued) The portion of the commingled Interest Income Fund allocable to the Plan is 2.9% and 1.3% at December 31, 1995 and 1994, respectively. Summarized financial fund information of the commingled accounts within the Master Trust is presented below:
December 31, 1995 December 31, 1994 ------------------------------------ ------------------------------------ Diversified Balanced Interest Diversified Balanced Interest Equities Investment Income Equities Investment Income Fund Fund Fund Fund Fund Fund ------------------------------------ ------------------------------------ MASTER TRUST NET ASSETS Assets Cash and cash equivalents $ 23,907 $ 8,654 Contributions receivable $ 510 $ 112 448 $ 9 $ 8 286 Investments: Investment contracts - - 101,160 - - 98,062 Mutual funds 7,572 5,547 - 2,375 2,893 - ------------------------------------ ------------------------------------ Total assets 8,082 5,659 125,515 2,384 2,901 107,002 ------------------------------------ ------------------------------------ Liabilities Accounts payable - - 480 - 36 55 ------------------------------------ ------------------------------------ Master Trust net assets $8,082 $5,659 $125,035 $2,384 $2,865 $106,947 ==================================== ==================================== CHANGES IN MASTER TRUST NET ASSETS Additions: Contributions from plans $1,022 $ 783 $ 21,800 Net realized and unrealized appreciation of investments 1,156 765 - Interest and dividends 126 182 7,868 Assets transferred into Master Trust 162 - 890 ---------------------------------- 2,466 1,730 30,558 ---------------------------------- Deductions: Distributions to plans 114 143 6,865 Administrative expenses 2 3 138 116 146 7,003 Interfund transfers-net 3,348 1,210 (5,467) ----------------------------------- Net additions 5,698 2,794 18,088 ---------------------------------- Master Trust net assets at beginning of period 2,384 2,865 106,947 ---------------------------------- Master Trust net assets at end of period $8,082 $5,659 $125,035 ==================================
Employees Savings Plan Notes to Financial Statements (continued) 4. Differences Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1995 1994 ---------------------- Net assets available for benefits per the financial statements $4,121 $1,588 Amounts allocated to withdrawn participants 41 27 ---------------------- Net assets available for benefits per the Form 5500 $4,080 $1,561 ====================== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended December 31, 1995 -------------- Benefits paid to participants per the financial statements $104 Add: Amounts allocated on Form 5500 to withdrawn participants in the current year 41 Less: Amounts allocated on Form 5500 to withdrawn participants in the prior year (27) -------------- Benefits paid to participants per the Form 5500 $118 ============== 5. Income Taxes The Internal Revenue Service has determined that the Plan qualifies under Section 401(a) of the Internal Revenue Code (the "Code"). As long as the Plan continues to be qualified, under present Federal income tax laws and regulations participants will not be taxed on employer contributions or investment earnings allocated to their account. Participants will normally be subject to tax thereon at such time as they receive distributions from the Plan. As long as the Plan continues to be qualified, the Plan will not be taxed on its dividend and interest income or on any capital gains realized by it or any unrealized appreciation of investments. Schedules Reynolds Metals Company Employees Savings Plan Schedule of Assets Held for Investment Purposes December 31, 1995 (Dollars in Thousands) Fair Issuer Description Cost Value - --------------------------------------------------------------------------- Common Stock Reynolds Metals Company* 1,626 shares $90 $94 Loans Generally Loans to participants* repayable in 5 71 71 years, prime rate plus 1% *Indicates party-in-interest to the Plan. Reynolds Metals Company Employees Savings Plan Schedule of Reportable Transactions Year ended December 31, 1995 Category (i) - Individual Transactions in Excess of 5% of Plan Assets - ------------------------------------------------------------------------------- Number of Net Gain Description of Assets Shares Transaction Cost Proceeds (Loss) - ------------------------------------------------------------------------------- Chase BK Domestic Liquidity 5,617.60 Purchase $5,618 Chase BK Domestic Liquidity 2,122.23 Sale 2,122 $ 2,122 $ 0 Chase BK Domestic Liquidity 4,282.37 Sale 4,282 4,282 0 Chase BK Domestic Liquidity 7,631.99 Purchase 7,632 Chase BK Domestic Liquidity 6,775.00 Sale 6,775 6,775 0 Chase BK Domestic Liquidity 1,870.46 Purchase 1,870 Chase BK Domestic Liquidity 2,440.26 Sale 2,440 2,440 0 Chase BK Domestic Liquidity 1,551.51 Purchase 1,552 Chase BK Domestic Liquidity 2,291.26 Sale 2,291 2,291 0 Chase BK Domestic Liquidity 5,001.00 Purchase 5,001 Chase BK Domestic Liquidity 4,663.60 Sale 4,664 4,664 0 Chase BK Domestic Liquidity 1,642.32 Purchase 1,642 Chase BK Domestic Liquidity 1,920.00 Purchase 1,920 Chase BK Domestic Liquidity 1,586.55 Sale 1,587 1,587 0 Chase BK Domestic Liquidity 3,514.56 Purchase 3,515 Chase BK Domestic Liquidity 3,490.20 Sale 3,490 3,490 0 Chase BK Domestic Liquidity 3,514.56 Purchase 3,515 Chase BK Domestic Liquidity 1,980.21 Sale 1,980 1,980 0 Chase BK Domestic Liquidity 1,983.67 Sale 1,984 1,984 0 Chase BK Domestic Liquidity 1,603.53 Purchase 1,604 Chase BK Domestic Liquidity 3,159.64 Purchase 3,160 Chase BK Domestic Liquidity 14,800.39 Purchase 14,800 Chase BK Domestic Liquidity 20,088.98 Sale 20,089 20,089 0 Chase BK Domestic Liquidity 1,970.61 Sale 1,971 1,971 0 RMC Common Stock 86.00 Purchase 4,282 RMC Common Stock 42.00 Sale 2,084 2,098 14 RMC Common Stock 42.00 Purchase 2,098 RMC Common Stock 125.00 Purchase 6,775 RMC Common Stock 130.00 Sale 6,761 8,103 1,342 Reynolds Metals Company Employees Savings Plan Schedule of Reportable Transactions (continued) Category (i) - Individual Transactions in Excess of 5% of Plan Assets (continued) - ------------------------------------------------------------------------------ Number of Net Gain Description of Assets Shares Transaction Cost Proceeds (Loss) - ------------------------------------------------------------------------------ RMC Common Stock 123.00 Sale 6,132 7,714 1,582 RMC Common Stock 123.00 Purchase 7,714 RMC Common Stock 40.00 Purchase 2,440 RMC Common Stock 39.00 Purchase 2,291 RMC Common Stock 80.00 Purchase 4,664 RMC Common Stock 32.00 Purchase 1,587 RMC Common Stock 95.00 Purchase 4,963 RMC Common Stock 38.00 Purchase 1,989 RMC Common Stock 38.00 Purchase 1,984 RMC Common Stock 34.00 Purchase 1,971 RMC Common Stock 172.00 Sale 8,620 9,938 1,318 RMC Common Stock 172.00 Purchase 9,938 RMC Common Stock 375.00 Sale 20,723 20,881 158 RMC Common Stock 377.00 Purchase 20,940 RMC Common Stock 36.00 Purchase 1,971 Category (iii) - Series of Transactions in Excess of 5% of Plan Assets - ------------------------------------------------------------------------------ Number of Number of Net Gain Description of Assets Purchases Cost Sales Proceeds (Loss) - ------------------------------------------------------------------------------ Chase Bk Domestic Liquidity 72 $ 79,709 48 $78,857 0 RMC Common Stock 58 103,575 16 50,872 4,617 ________ There were no category (ii) or (iv) reportable transactions during 1995. INDEX TO EXHIBITS Exhibit A Consent of Independent Auditors EXHIBIT A CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-53847) pertaining to the Employees Savings Plan of Reynolds Metals Company and in the related Prospectus of our report dated June 21, 1996, with respect to the financial statements and schedules of the Employees Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1995. Ernst & Young LLP Richmond, Virginia June 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----