-----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, UGLAHsYG6Hn6UUgUVaLTHSQylr9voFBrQdhDeoqrrxxpgMA5Hmn8ID73FgJgyTjD qbW02HR7u9CrjBFUpOG8Zw== 0000083604-96-000013.txt : 19960520 0000083604-96-000013.hdr.sgml : 19960520 ACCESSION NUMBER: 0000083604-96-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960517 EFFECTIVENESS DATE: 19960605 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03947 FILM NUMBER: 96569064 BUSINESS ADDRESS: STREET 1: 6601 W BROAD ST STREET 2: PO BOX 27003 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8042812000 S-8 1 As filed with the Securities and Exchange Commission on May 17, 1996 Registration No. 333-________ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------- REYNOLDS METALS COMPANY (Exact name of registrant as specified in its charter) Delaware 54-0355135 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6601 West Broad Street, Richmond, VA 23230 (Address of principal executive offices, including zip code) -------- REYNOLDS METALS COMPANY 1996 NONQUALIFIED STOCK OPTION PLAN (Full title of plan) -------- D. MICHAEL JONES, ESQ., Vice President, General Counsel and Secretary and BRENDA A. HART, ESQ., Chief Securities/Finance Counsel and Assistant Secretary Reynolds Metals Company 6601 West Broad Street, Richmond, VA 23230 (804) 281-2000 (Names, addresses and telephone numbers, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE =============================================================================================== Title of securities Amount to be Proposed Proposed Amount of to be registered registered maximum offering maximum registration fee* price per share* aggregate offering price* - ------------------- ------------- ---------------- ------------------- ------------------- Common Stock, 2,000,000 $55.25 $110,500,000 $38,103.45 without par value shares ===============================================================================================
*In accordance with Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering price and registration fee are computed on the basis of a price per share based, pursuant to Rule 457(c), on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange Composite Transactions Tape on May 13, 1996. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Items 1 and 2. The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference: (1) The Annual Report of Reynolds Metals Company (the "Company" or the "Registrant") on Form 10-K for the year ended December 31, 1995. (2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995. (3) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A dated February 23, 1994, pertaining to Common Stock and Preferred Stock Purchase Rights. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. The consolidated financial statements of the Company appearing in the Company's Annual Report (Form 10-K) for the year ended December 31, 1995, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the securities being registered hereunder will be passed upon by D. Michael Jones, Esq., Vice President, General Counsel and Secretary of the Company. Mr. Jones, in his capacity as Vice President, General Counsel and Secretary of the Company, is paid a salary by the Company and is a participant in various employee benefit plans offered to employees of the Company. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware empowers the Company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action or suit by or in the right of the Company, no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless the Court of Chancery or the court in which such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for proper expenses. Article X of the By-Laws of the Company incorporates substantially the provisions of Section 145 of the General Corporation Law of the State of Delaware and requires the Company to indemnify any person to the full extent of its powers as described above. The Company has entered into indemnification agreements with each of its directors and officers. The rights conferred thereunder are substantially the same as those under Article X of the Company's By-Laws. In addition, the agreements provide for indemnification of expenses incurred as a witness, require the Company to observe specified procedures, within set time limits, when indemnification or advancement of expenses is requested and provide for payment of expenses incurred in enforcing the agreement. Article XI of the Company's Restated Certificate of Incorporation limits the personal liability of directors to the Company or its shareholders for monetary damages for certain breaches of fiduciary duty. The Company has placed in effect insurance indemnifying against certain liabilities that could arise from acts (or omissions to act) of its officers and directors. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. *4.1 Restated Certificate of Incorporation, as amended to the date hereof. (Registration Statement No. 333-00929 on Form S-8, dated February 14, 1996, Exhibit 4.1) *4.2 Form of Common Stock Certificate. (Registration Statement No. 333- 00929 on Form S-8, dated February 14, 1996, Exhibit 4.2) *4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1996, Exhibit 3.2) _____________ * Incorporated by reference. *4.4 Rights Agreement dated as of November 23, 1987 (the "Rights Agreement"), between Reynolds Metals Company and The Chase Manhattan Bank, N.A. (File No. 1-1430, Registration Statement on Form 8-A dated November 23, 1987, pertaining to Preferred Stock Purchase Rights, Exhibit 1) *4.5 Amendment No. 1 dated as of December 19, 1991 to the Rights Agreement. (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11) 4.6 Reynolds Metals Company 1996 Nonqualified Stock Option Plan 5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel and Secretary 23.1 Consent of Ernst & Young LLP 23.2 The consent of D. Michael Jones, Esq. is contained in his opinion. See Exhibit 5 hereto. *24 Powers of Attorney. (File No. 1-1430, 1995 Form 10-K Report, Exhibit 24) 99 Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option Plan effective January 1, 1993 _____________ * Incorporated by reference. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on this 17th day of May, 1996. REYNOLDS METALS COMPANY By Richard G. Holder, Richard G. Holder, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 17 1996. Richard G. Holder, Director, Henry S. Savedge, Jr., Director, Richard G. Holder, Director, Henry S. Savedge, Jr., Director, Chairman of the Board and Executive Vice President and Chief Executive Officer Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) *Patricia C. Barron *William O. Bourke Patricia C. Barron, Director William O. Bourke, Director *John R. Hall *Robert L. Hintz John R. Hall, Director Robert L. Hintz, Director *William H. Joyce *Mylle Bell Mangum William H. Joyce, Director Mylle Bell Mangum, Director *D. Larry Moore Randolph N. Reynolds, Director D. Larry Moore, Director Randolph N. Reynolds, Director *James M. Ringler Jeremiah J. Sheehan, Director James M. Ringler, Director Jeremiah J. Sheehan, Director *Joe B. Wyatt Joe B. Wyatt, Director *By: Brenda A. Hart Allen M. Earehart Brenda A. Hart, Attorney-in-Fact Allen M. Earehart, Vice President, Controller (Principal Accounting Officer) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT *4.1 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) *4.2 Form of Common Stock Certificate. (Registration Statement No. 333- 00929 on Form S-8, dated February 14, 1996, Exhibit 4.2) *4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q Report for the Quarter Ended March 31, 1996, Exhibit 3.2) *4.4 Rights Agreement dated as of November 23, 1987 (the "Rights Agreement"), between Reynolds Metals Company and The Chase Manhattan Bank, N.A. (File No. 1-1430, Registration Statement on Form 8-A dated November 23, 1987, pertaining to Preferred Stock Purchase Rights, Exhibit 1) *4.5 Amendment No. 1 dated as of December 19, 1991 to the Rights Agreement. (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11) 4.6 Reynolds Metals Company 1996 Nonqualified Stock Option Plan 5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel and Secretary 23.1 Consent of Ernst & Young LLP 23.2 The consent of D. Michael Jones, Esq. is contained in his opinion. See Exhibit 5 hereto. *24 Powers of Attorney. (File No. 1-1430, 1995 Form 10-K Report, Exhibit 24) 99 Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option Plan effective January 1, 1993 ____________ * Incorporated by reference. EX-4 2 EXHIBIT 4.6 REYNOLDS METALS COMPANY 1996 NONQUALIFIED STOCK OPTION PLAN Effective January 1, 1996 ARTICLE I DEFINITIONS 1.01 "Board" shall mean the Board of Directors of the Company. 1.02 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 1.03 "Committee" shall mean the Committee established under Section 3.01 to administer the Plan. 1.04 "Company" shall mean Reynolds Metals Company, a Delaware corporation. 1.05 "Company Stock" shall mean Common Stock of the Company and such other stock and securities as may be substituted therefor pursuant to Section 6.02. 1.06 "Eligible Employee" shall mean any officer or regular salaried employee of the Company or a Subsidiary who satisfies all of the requirements of Section 2.02; provided, however, that no individual who is not a regular salaried employee of the Company or a Subsidiary may be granted a stock option hereunder if such individual is deemed at the time of the grant to be an "officer" of the Company for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. 1.07 "Fair Market Value" shall mean, with respect to Company Stock, the closing price of Company Stock (a) as reported on New York Stock Exchange-Composite Transactions (or other appropriate reporting vehicle as determined by the Committee) for a specified date or (b) if no such report for Company Stock is available for such date, the closing price of Company Stock as reported for the next preceding day on which Company Stock was traded and for which such report is available. 1.08 "Grantee" shall mean any person who has been granted a stock option, either with or without related stock appreciation rights, under the Plan. 1.09 "Option Period" shall mean the period of time provided pursuant to Section 4.04 within which a stock option may be exercised. 1.10 "Plan" shall mean the Reynolds Metals Company 1996 Nonqualified Stock Option Plan, as amended from time to time. 1.11 "Stockholder Approval" shall mean approval by the affirmative vote of the stockholders of the Company present in person or by proxy and entitled to vote, representing a majority of the votes cast at a meeting duly called for that purpose and at which a quorum shall be present. 1.12 "Subsidiary" shall mean any corporation now or hereafter in existence in which the Company owns, directly or indirectly, a voting stock interest of more than fifty percent (50%). ARTICLE II PARTICIPATION 2.01 Purpose. The purpose of the Plan is to further the growth and success of the Company and its Subsidiaries by providing key employees with additional incentive to contribute to such growth and success and by aiding the Company in attracting and retaining key employees. 2.02 Eligibility. Key employees of the Company and its Subsidiaries (including officers and employees who may be members of the Board) who, in the sole opinion of the Committee, contribute significantly to the growth and success of the Company or a Subsidiary shall be eligible for options to purchase Company Stock and related stock appreciation rights under the Plan. From among all such Eligible Employees, the Committee shall determine from time to time those Eligible Employees to whom options and related stock appreciation rights, if any, shall be granted. No Eligible Employee shall have any right whatsoever to receive options or stock appreciation rights unless so determined by the Committee. 2.03 No Employment Rights. The Plan shall not be construed as conferring any rights upon any person for a continuation of employment, nor shall it interfere with the rights of the Company or any Subsidiary to terminate the employment of any person or to take any other action affecting such person. ARTICLE III COMMITTEE 3.01 Administration. The Plan shall be administered by a Committee of at least three (3) persons, all of whom shall be members of the Board, appointed from time to time by the Board. The Board shall appoint one member of the Committee to act as Chairman. Vacancies shall be filled in the same manner as original appointments. The Committee shall hold meetings upon such notice and at such place or places, and at such time or times as it may from time to time determine. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business, and the acts of a majority of the members participating in any meeting at which a quorum is present shall be the acts of the Committee. The Committee may act without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members of the Committee and filed with the minutes of the Committee. As of the time that the Committee exercises its discretion in administering the Plan, all of the members of the Committee shall be "disinterested persons" as contemplated by Rule l6b-3, as in effect at such time, under the Securities Exchange Act of 1934, as amended. 3.02 Authority of Committee. Subject to the provisions of the Plan, the Committee shall have full and final authority to determine: (a) the persons to whom options shall be granted, (b) the number of shares to be included in each option, (c) the price at which the shares included in each option may be purchased, (d) the period or periods of time within which each option may be exercised, and (e) the stock appreciation rights, if any, related to each option. In no case, however, shall a Grantee be awarded options to purchase in the aggregate more than three hundred thousand (300,000) shares of Company Stock under the Plan. Nothing contained in this Plan shall be construed to give any person the right to be granted an option or stock appreciation right. The Committee is empowered, in its discretion, (i) to modify, extend or renew any option or stock appreciation right theretofore granted, subject to the limitations set forth in Articles IV and V, and (ii) to adopt such rules and regulations and take such other action as it shall deem necessary or proper for the administration of the Plan; provided, however, that except to the extent provided under Section 6.02, the Committee shall not have the power to reprice options or stock appreciation rights that have been granted previously under the Plan. The Committee shall also have authority to interpret the Plan, and the decision of the Committee on any questions concerning the interpretation of the Plan shall be final and conclusive. The Committee may consult with counsel, who may be counsel for the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel. ARTICLE IV TERMS OF OPTIONS 4.01 General. Grants of options shall be made without the payment of a purchase price by any Grantee. Each option granted under the Plan shall be evidenced by a stock option agreement between the Company and the Grantee which shall contain the terms and conditions required by this Article IV, and such other terms and conditions, not inconsistent herewith, as the Committee may deem appropriate in each case. 4.02 Option Price. The price at which each share of Company Stock covered by an option may be purchased shall be determined in each case by the Committee and set forth in each stock option agreement. In no event shall such price be less than one hundred percent (100%) of the Fair Market Value of Company Stock on the date the option is granted. 4.03 Period for Exercise. Each stock option agreement shall state the period or periods of time within which the option may be exercised by the Grantee, in whole or in part, which shall be the period or periods of time as may be determined by the Committee, provided that: (a) No option may be exercised within one (l) year from the date the option is granted; (b) No Option Period may exceed ten (l0) years from the date the option is granted; (c) If the Grantee's employment by the Company and its Subsidiaries terminates because of the Grantee's retirement or disability, or for any other reason with the approval of the Committee, any option outstanding and exercisable as of the date of termination (and, in the Committee's sole discretion, any option outstanding but not yet exercisable as of such date) may be exercised by the Grantee following the date of termination (to the extent permitted by Section 4.03(a) and in accordance with the terms of the stock option agreement); (d) If the Grantee dies during the Option Period either while in the employ of the Company or a Subsidiary or following the date of termination of employment as described in subsection (c) above, any option otherwise outstanding and exercisable as of the date of death may be exercised following such death in accordance with the terms of the stock option agreement, by the person or persons entitled to do so under the Grantee's last will and testament, or if the Grantee shall fail to make testamentary disposition of his or her option or shall die intestate, by the person or persons entitled to receive said option under the intestate laws; and (e) If the Grantee's employment by the Company and its Subsidiaries terminates for reasons other than death, retirement, disability, or other reasons approved by the Committee pursuant to subsection (c) above, then any outstanding option shall be deemed terminated immediately and shall not thereafter be exercisable by the Grantee. 4.04 Exercise of Option. Subject to Section 4.03, each option may be exercised in whole or in part from time to time as specified in the stock option agreement. Each Grantee may exercise an option by giving written notice of the exercise to the Company, specifying the number of shares to be purchased, accompanied by payment in full of the purchase price therefor; if required, the Grantee shall also pay an amount equal to the applicable withholding taxes as soon as administratively feasible. The purchase price may be paid in cash, by check, or, with the approval of the Committee, in shares of Company Stock having at the time the option is exercised an aggregate Fair Market Value equal to the purchase price of the shares acquired pursuant to the exercise of the option, or a combination thereof. Likewise, the applicable withholding taxes may be paid in cash, by check, or, with the approval of the Committee, in shares of Company Stock (including shares received from the exercise of the option) having at the time the option is exercised an aggregate Fair Market Value equal to such withholding taxes, or a combination thereof. A Grantee may also exercise an option by way of the Company's broker-assisted stock option exercise program, provided such program is available to the Grantee at the time of the option's exercise. An option shall become nonexercisable and shall be treated as voluntarily surrendered to the extent that the related stock appreciation right is exercised. No Grantee shall be under any obligation to exercise any option granted hereunder. The Grantee may exercise the option or not in his or her sole discretion. 4.05 Date Option Granted. For purposes of the Plan, a stock option shall be considered as having been granted on the date on which the Committee authorized the grant of the option, except where the Committee has designated a later date, in which event the later date shall constitute the date of grant of the option; provided, however, that in either case notice of the grant of the option shall be given to the employee within a reasonable time. 4.06 No Incentive Stock Options. No option granted under the Plan shall be treated as an incentive stock option for purposes of Sections 421 and 422A of the Code or any comparable section or sections of future legislation amending, modifying, supplementing or superseding those sections. ARTICLE V STOCK APPRECIATION RIGHTS 5.01 General. Each stock appreciation right granted under the Plan shall be evidenced by a stock appreciation right agreement between the Company and the Grantee which shall contain the terms and conditions required by this Article V, and such other terms and conditions, not inconsistent herewith, as the Committee may deem appropriate in each case. Each stock appreciation right shall relate to a specific option granted under the Plan and shall be granted to the Grantee either concurrently with the grant of such option or at such later time as may be determined by the Committee; provided, however, that the grant of a stock appreciation right shall not otherwise change the terms of the underlying option. A stock appreciation right shall entitle a Grantee to receive a number of shares of Company Stock (without payment to the Company, except for applicable withholding taxes), cash, or shares and cash, as determined by the Committee in accordance with this Article. 5.02 Number of Shares or Amount of Cash. Unless otherwise determined by the Committee, in its sole discretion, and provided in the stock appreciation right agreement, the number of shares which shall be issued pursuant to the exercise of a right shall be determined by dividing: (a) that portion, as elected by the Grantee in the notice of exercise, of the total number of shares of Company Stock (i) which the Grantee is eligible to purchase as of the exercise date under the related option and (ii) as to which stock appreciation rights have been granted, but not exercised, multiplied by the amount (if any) by which the Fair Market Value of Company Stock on the exercise date exceeds the price per share at which the related option could have been exercised on the exercise date, by (b) the Fair Market Value of Company Stock on the exercise date; provided, however, that fractional shares shall not be issued and in lieu thereof a cash adjustment equal to the same fraction of the Fair Market Value on the exercise date shall be paid. In lieu of issuing Company Stock on the exercise of a right, the Committee in its sole discretion may elect to pay the cash equivalent of the Fair Market Value on the exercise date of any or all the shares of Company Stock which would otherwise be issuable upon exercise of the right. The Committee may require that in order to be paid cash upon the exercise of a stock appreciation right, certain Grantees must exercise the right during a limited window period following the public release of the Company's quarterly or annual earnings report, as established pursuant to Securities and Exchange Commission rules. If this restriction applies to a Grantee when he or she exercises a stock appreciation right for cash, the amount received upon exercise of the right shall be based on the highest Fair Market Value during the limited window period. 5.03 Exercise. Each stock appreciation right may be exercised in whole or in part from time to time, to the extent that the option to which it relates shall be exercisable and to the extent permitted by its stock appreciation right agreement; provided, however, that no stock appreciation right may be exercised until the expiration of six (6) months from the date of its grant. Each Grantee may exercise a stock appreciation right by giving written notice to the Company, specifying the number of shares as to which such right is being exercised, accompanied by an amount equal to the applicable withholding taxes, if necessary. The date the Company receives the written notice is herein referred to as the "exercise date." No Grantee shall be under any obligation to exercise any stock appreciation right granted hereunder. The Grantee may exercise the right or not in his or her sole discretion. A stock appreciation right shall become nonexercisable and shall be forfeited to the extent that the related option is exercised. ARTICLE VI COMPANY STOCK 6.01 Number of Shares. The aggregate number of shares of Company Stock that may be sold or delivered under the Plan shall not exceed two million (2,000,000) shares. Shares of Company Stock sold or delivered under the Plan may be authorized but unissued shares, shares reacquired by the Company, or a combination of both, as the Board may from time to time determine. Shares of Company Stock not purchased under any option granted under the Plan which are no longer available for purchase thereunder by virtue of the total or partial expiration, termination or voluntary surrender of the option and which were not issued upon exercise of a related stock appreciation right shall continue to be otherwise available for the purposes of the Plan. Notwithstanding the above, however, upon surrender of any portion of an option in connection with the exercise of the related stock appreciation right, the number of shares of Company Stock subject to the surrendered portion of the option (in lieu of the number of shares, if any, issued pursuant to the exercise of the related stock appreciation rights) shall be charged against the maximum number of shares of Company Stock issuable under the Plan, and such number of shares of Company Stock shall not be available for future options and/or stock appreciation rights. 6.02 Recapitalization. If any stock dividend is declared upon the Company Stock, or if there is any stock split, stock distribution, or other recapitalization of the Company with respect to its Company Stock, resulting in a split-up or combination or exchange of shares, or if any special distribution is made to holders of Company Stock, the aggregate number and kind of shares which may thereafter be offered under the Plan shall be proportionately and appropriately adjusted and the number and kind of shares then subject to options granted under the Plan and the per share option price therefor shall be proportionately and appropriately adjusted, without any change in the aggregate purchase prices to be paid therefor, all as the Committee may deem appropriate. Such adjusted option price and number and kinds of shares also shall be used to determine the amount payable by the Company upon the exercise of any stock appreciation rights associated with any such option as set forth in Article V hereof. In the event the Company is merged or consolidated with or into another corporation, or substantially all of its assets are sold to another corporation, appropriate provisions will be made for the protection and continuation of any outstanding options and stock appreciation rights by the substitution, on an equitable basis, of appropriate stock or other securities of the surviving or purchasing or new parent corporation. ARTICLE VII GENERAL 7.01 Nontransferability. No option or stock appreciation right granted under the Plan shall be transferable or assignable by the Grantee except by last will and testament or the laws of descent and distribution. During the Grantee's lifetime, options and stock appreciation rights shall be exercisable only by the Grantee or by the Grantee's guardian or legal representative. 7.02 General Restriction. Each option and each stock appreciation right shall be subject to the requirement that if at any time the Board or the Committee shall determine, in its discretion, that the listing, registration, or qualification of securities upon any securities exchange or under any state or federal or other applicable law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or right or the issue or purchase of securities thereunder, such option or right may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board or the Committee. 7.03 No Rights as Stockholder. The holder of an option or stock appreciation right shall not have any rights of a stockholder with respect to the shares subject to the option or right until such shares shall have been delivered to him or her. 7.04 Effective Date and Duration of Plan. The Plan shall become effective January l, 1996, subject to Stockholder Approval. No stock options shall be granted under the Plan after December 31, 2000. 7.05 Amendments. The Board may from time to time amend, modify, suspend or terminate the Plan; provided, however, that no such action shall (a) impair without the Grantee's consent any option or stock appreciation right theretofore granted under the Plan or deprive any Grantee of any shares of Company Stock which he or she may have acquired through or as a result of the Plan or (b) be made without Stockholder Approval where such change would increase the total number of shares that may be issued under the Plan (other than as provided in Section 6.02). Notwithstanding the foregoing, the Board may, in any circumstance where it deems such approval necessary or desirable, and shall, to the extent necessary to maintain compliance with Rule 16b-3 under the Securities Exchange Act of 1934 as in effect from time to time, require Stockholder Approval as a condition to the effectiveness of any amendment or modification of the Plan. 7.06 Construction. Except as otherwise required by applicable federal laws, the Plan shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia. 7.07 Change in Control. (a) Anything herein to the contrary notwithstanding, if there is a Change in Control of the Company (as defined in subsection (b) below), all options and stock appreciation rights already granted hereunder shall become immediately exercisable thirty (30) days after the Change in Control occurs; provided, however, that at any time during the thirty day period, the Committee may direct that no such acceleration of exercisability should occur because the Committee determines that the Change in Control presents no material risk of loss of options to any grantee; and further provided that to the extent necessary to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, the date as of which options and stock appreciation rights first become exercisable pursuant to this Section 7.07 by grantees who are officers or directors of the Company may in no event be earlier than six (6) months from the date the option or stock appreciation right is granted. (b) For purposes of this Section 7.07, a "Change in Control" shall mean the occurrence of any of the following dates or events: (i) a Stock Acquisition Date (as defined below); (ii) a Distribution Date (as defined below); (iii) Continuing Directors (as defined below) ceasing to be a majority of the Board of Directors of the Company; or (iv) any other event which a disinterested majority of the Continuing Directors determines to be a Change in Control for purposes of this Plan. "Stock Acquisition Date," "Distribution Date" and "Continuing Directors" shall have the meanings given them in the Rights Agreement dated November 23, 1987 between the Company and The Chase Manhattan Bank, N.A., as initially executed. EX-5 3 EXHIBIT 5 REYNOLDS METALS COMPANY 6601 W. BROAD STREET - RICHMOND, VIRGINIA 23230-1701 MAILING ADDRESS: P.O. BOX 27003 - RICHMOND, VIRGINIA 23261-7003 VICE PRESIDENT, TELEPHONE (804) 281-2427 GENERAL COUNSEL TELECOPY: (804) 281-3740 AND SECRETARY May 17, 1996 Reynolds Metals Company 6601 West Broad Street Richmond, Virginia 23230 Gentlemen: I am Vice President, General Counsel and Secretary of Reynolds Metals Company (the "Company"). I, together with attorneys acting under my supervision, have acted as counsel to the Company in connection with, and have participated in the preparation of, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") relating to the registration under the Securities Act of 1933 of 2,000,000 shares (the "Shares") of the Company's Common Stock, without par value, to be offered under the Reynolds Metals Company 1996 Nonqualified Stock Option Plan (the "Plan"). I, or attorneys under my supervision, have reviewed the Plan and such other documents as I have deemed appropriate for purposes of this opinion. Based on the foregoing, it is my opinion that the Shares have been validly authorized and, when issued and delivered in accordance with the terms of the Plan, will be legally issued, fully paid and non- assessable. I express no opinion as to the laws of jurisdictions other than the laws of the Commonwealth of Virginia, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America. I consent to the reference to me under Item 5 in the Registration Statement and to the filing of a copy of this opinion as an exhibit to the Registration Statement. Very truly yours, D. Michael Jones D. Michael Jones EX-23 4 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under Item 3 in the Registration Statement (Form S-8), and under the caption "Experts" in the related Prospectus, pertaining to the Reynolds Metals Company 1996 Nonqualified Stock Option Plan and to the incorporation by reference therein of our report dated February 16, 1996, with respect to the consolidated financial statements of Reynolds Metals Company included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Richmond, Virginia May 10, 1996 EX-99 5 EXHIBIT 99 AMENDMENT TO REYNOLDS METALS COMPANY 1992 NONQUALIFIED STOCK OPTION PLAN Effective January 1, 1993, the definition of "Eligible Employee" appearing in Section 1.06 of the Reynolds Metals Company 1992 Nonqualified Stock Option Plan is amended as follows by adding the language that is underscored: 1.06 "Eligible Employee" shall mean any officer or regular salaried employee of the Company or a Subsidiary who satisfies all of the requirements of Section 2.02; provided, however, that no individual who is not a regular salaried employee of the Company or a Subsidiary may be granted a stock option if such individual is deemed at the time of the grant to be an "officer" of the Company for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. -----END PRIVACY-ENHANCED MESSAGE-----