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filed their corporate income tax return for the taxable year
ended December 31, 1987, with the Internal Revenue Service at
Memphis, Tennessee.
At all relevant times, Metals served global markets as a
supplier and recycler of aluminum and other products. It is a
vertically integrated producer of a wide variety of value-added
aluminum products. In 1987, Metals and its affiliates were among
the largest producers of aluminum and aluminum products in the
world.
On May 16, 1968, the Board of Directors of Metals
unanimously approved the draft forms of an Offering Prospectus,
Indenture, and Underwriting Agreement proposed to be used in the
foreign offering of $50 million of subordinated guaranteed
convertible debentures due 1988, predicated upon the fact that
Metals' financial advisers recommended that the offering be
marketed as promptly as practicable. The Board further approved
a plan to organize a wholly owned Delaware subsidiary to issue
the debentures. The plan was outlined in a document, presented
to each member of the Board, entitled "Memorandum To The Holders
Of First Mortgage Bonds Of Reynolds Metals Company". The plan
contemplated that Metals would contribute its 31-percent interest
in the Canadian British Aluminum Company Limited (CBA), a Quebec
corporation, to the newly formed subsidiary, and that the
subsidiary would purchase 47-percent and 5-percent interests in
CBA from The British Aluminum Company Limited (BA), and Tubes
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