-----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, BgB7Im9yz2K1r8prpq0nB/HeHjUcXpuntBynr1//A8q7hWEFJq93J8jp3PxDRpMx knI8Qry0xtv4diALW4D70w== 0000083604-96-000009.txt : 19960327 0000083604-96-000009.hdr.sgml : 19960327 ACCESSION NUMBER: 0000083604-96-000009 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960326 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01430 FILM NUMBER: 96538456 BUSINESS ADDRESS: STREET 1: 6601 W BROAD ST STREET 2: PO BOX 27003 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8042812000 DEFA14A 1 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / X / Filed by a Party other than the Registrant /___/ Check the appropriate box: /___/ Preliminary Proxy Statement /___/ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /___/ Definitive Proxy Statement / X / Definitive Additional Materials /___/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a- 12 ________________ REYNOLDS METALS COMPANY (Name of Registrant as Specified In Its Charter) Board of Directors of Reynolds Metals Company (Name of Person(s) Filing Proxy Statement if other than the Registrant) ________________ Payment of Filing Fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a- 6(i)(2) or Item 22(a)(2) of Schedule 14A. /___/ $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). /___/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: /___/ Fee paid previously with preliminary materials. /___/ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: NOTICE TO CERTAIN PARTICIPANTS IN THE REYNOLDS METALS COMPANY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES __________ Reynolds Metals Company Annual Meeting of Stockholders to be held April 17, 1996 Dear Participant: Due to a computer error, some participants in the Reynolds Metals Company Savings and Investment Plan for Salaried Employees (the "Savings Plan") who are also participants in the Reynolds Metals Company Tax Reduction Act Stock Ownership Plan for Salaried Employees (the "TRASOP") were sent proxy cards for the Company's 1996 Annual Meeting of Stockholders that are incomplete. These cards omitted the number of shares held under the Savings Plan with respect to which the participants are entitled to give voting instructions. This omission was inadvertent, and the Company apologizes for the error. Enclosed is a new proxy card which shows your allocable portion of the total number of shares of Company Common Stock held by the Savings Plan as of the record date, February 20, 1996. You are entitled to give voting instructions to the plan trustee with respect to these shares. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, AND WHETHER OR NOT YOU HAVE PREVIOUSLY RECEIVED AND/OR RETURNED OTHER PROXY CARDS TO THE COMPANY, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THIS PROXY CARD IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. If you attend the Meeting, your having sent in your proxy will not restrict your right to vote in person. If you have not yet returned the proxy card showing your TRASOP shares, please complete and return it promptly, as well as any other proxy cards you may have received from the Company for other share accounts. Your vote is important to us. I urge you to complete and return the enclosed proxy card without delay. Thank you for your cooperation. Very truly yours, D. MICHAEL JONES Secretary March 22, 1996 APPENDIX A [FORM OF PROXY CARD] REYNOLDS METALS COMPANY Proxy Solicited by the Board of Directors for Annual Meeting of Stockholders April 17, 1996 The undersigned appoints Richard G. Holder and D. Michael Jones, and each of them, proxies, with full power of substitution, to vote the shares of Common Stock of Reynolds Metals Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at Reynolds Metals Company Building, 6601 West Broad Street, Richmond, Virginia, on Wednesday, April 17, 1996 at 10:00 A.M. (local time), and at any adjournments thereof. The undersigned hereby confer(s) upon the proxies and each of them authority to vote for a substitute Nominee or substitute Nominees designated by the Board of Directors with respect to the election of Directors if any Nominee is unavailable to serve for any reason if elected. For participants in the Company's Savings and Investment Plan for Salaried Employees, this card provides voting instructions to the trustee under the plan for the undersigned's allocable portion of the total number of shares of Common Stock of the Company held by the plan as indicated on the reverse side. (Note: The number of plan shares indicated on the reverse side may not be the same as the number of shares shown on the undersigned's last account statement from the plan due to the use of different valuation dates and/or accounting methods.) These voting instructions are solicited and will be carried out in accordance with the applicable provisions of the plan. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH ANY CHOICE SPECIFIED BY THE STOCKHOLDER; WHERE THERE IS NO CHOICE, SUCH SHARES WILL BE VOTED IN FAVOR OF ITEMS 1, 2, 3 AND 4. (continued and to be SIGNED on the Reverse Side) - --------------------------------------------------------------------------- - - FOLD AND DETACH HERE Please mark your votes as indicated ___ in this example / X / The Board of Directors recommends a vote FOR Items 1, 2, 3 and 4. Item 1 - Election of Directors: FOR all Nominees - Patricia C. Barron, William O. Nominees WITHHOLD Bourke, John R. Hall, Robert L. Hintz, (except as AUTHORITY Richard G. Holder, William H. Joyce, Mylle withheld in to Vote Bell Mangum, D. Larry Moore, Randolph N. the space for all Reynolds, James M. Ringler, Henry S. Savedge, provided) Nominees Jr., Jeremiah J. Sheehan, Joe B. Wyatt ___ ___ /___/ /___/ (To withhold authority to vote for any individual Nominee, write that Nominee's name in the space provided below.) _____________________________________________ Item 2 Item 3 Approval of Amendment to Approval of the 1996 Nonqualified the Performance Incentive Stock Option Plan Plan FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN ___ ___ ___ ___ ___ ___ /___/ /___/ /___/ /___/ /___/ /___/ Item 4 Item 5 Ratification of Selection In their discretion the proxies are of Ernst & Young LLP as authorized to vote upon such other Independent Auditors matters as may properly come before the Meeting. FOR AGAINST ABSTAIN ___ ___ ___ ___ /___/ /___/ /___/ I WILL ATTEND ANNUAL MEETING /___/ Signature__________________Signature_____________________Date__________ Please mark, date and sign as your name appears above and return in the enclosed envelope. If signing as attorney, executor, administrator, trustee, guardian or in another representative capacity, please give your full title as such. - --------------------------------------------------------------------------- FOLD AND DETACH HERE Dear Stockholder: Enclosed is a proxy card relating to the Company's 1996 Annual Meeting of Stockholders. Your vote is important to us. Whether or not you expect to attend the Meeting, please complete, sign and return promptly the attached proxy card in the accompanying envelope, which requires no postage if mailed in the United States. If you plan to attend the Meeting, please also mark the attendance box on the proxy card. REYNOLDS METALS COMPANY -----END PRIVACY-ENHANCED MESSAGE-----