-----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, TtP3jnlCaFcok5lM0N/v/gXwctPQfCe8+bFQndrzs7YZ/P1qBtaGqVPBZNsEC63b YvkpeKon/lvxJFZrKLgxWg== 0000083604-97-000018.txt : 19971216 0000083604-97-000018.hdr.sgml : 19971216 ACCESSION NUMBER: 0000083604-97-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971215 ITEM INFORMATION: FILED AS OF DATE: 19971215 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: 8-K SEC ACT: SEC FILE NUMBER: 001-01430 FILM NUMBER: 97738444 BUSINESS ADDRESS: STREET 1: 6601 W BROAD ST STREET 2: PO BOX 27003 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8042812000 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 1997 REYNOLDS METALS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-1430 54-0355135 -------- ------ ---------- (State of Incorporation) (Commission (IRS Employer File Number) Identification Number) 6601 West Broad Street P.O. Box 27003 Richmond, Virginia 23261-7003 ----------------------------- (Address of Principal Executive Offices, including zip code) (804) 281-2000 (Registrant's Telephone Number, including area code) Item 5. Other Events. The Registrant (together with its consolidated subsidiaries, "Reynolds") today announced that it is discussing a potential agreement with Ball Corporation ("Ball") under which Ball would acquire substantially all of Reynolds' global Can business. The Registrant said that no agreement had been reached and that no details of the discussions would be made available until an agreement is signed. As previously disclosed, Reynolds has been evaluating a number of opportunities for optimizing the value of its global Can business and its global Packaging and Consumer business. "The sale of our Can business would provide substantial financial resources to further strengthen Reynolds' balance sheet and provide funds for other actions designed to enhance shareholder value," said Jeremiah J. Sheehan, Chairman and Chief Executive Officer of the Registrant. "We believe there could be tremendous global potential from a combination of the two organizations." "At this time, we have decided to keep and grow our Packaging and Consumer Products business, capitalizing on and building the valuable REYNOLDS brand name in markets around the world," said Mr. Sheehan. "This business is a low-cost producer, is consistently profitable, and is counter cyclical to the aluminum business." "If we are able to complete the sale of our Can business, we expect to apply a substantial portion of the proceeds to a stock repurchase program," said Mr. Sheehan. "We believe our restructured global operations are capable of generating adequate funds for anticipated growth opportunities, so we have determined that a stock repurchase program is the best vehicle for applying available funds to maximize shareholder value." The details of a stock repurchase program would be subject to the final amount of proceeds; progress on other pending asset sales and the Registrant's previously announced $900 million debt reduction goal; market conditions; and other factors. Reynolds is the world's third largest aluminum can manufacturer, with global capacity of approximately 25 billion cans annually. In the U.S., Reynolds operates 14 can plants, two end plants and a can machinery business. Reynolds has a 34% interest in Latas de Aluminio S.A., which operates four can plants and one reclamation plant in Brazil, one can plant in Argentina and one can plant in Chile. Reynolds pioneered the all-aluminum can in 1963. Ball produces rigid metal and plastic containers, largely for foods and beverages and provides aerospace and other technologies to governmental and commercial customers. This announcement contains forward-looking statements. Actual results could differ materially from those that may be projected. Key risk factors that could affect results are summarized in the Registrant's Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 1997 in Item 2 under "Risk Factors". In particular, possible transactions are subject to due diligence reviews, negotiation of agreements, obtaining third party consents, regulatory approvals, and financing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REYNOLDS METALS COMPANY By: D. Michael Jones D. Michael Jones Senior Vice President and General Counsel Dated: December 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----