Reynolds Metals Company and Consolidated Subsidiaries - Page 13

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          operations to include the manufacture of finished and                        
          semifinished aluminum products by amalgamating with other                    
          Canadian affiliates of Metals.  In 1987, CRM produced 304,955                
          tons of primary aluminum.  In 1987, CRM's gross sales to                     
          unaffiliated customers totaled about $110 million, and CRM's                 
          gross sales to affiliates totaled about $400 million.                        
               In February 1987, RMECC issued additional stock for $31                 
          million to Reynolds Energy Resources Corporation (RERC) in                   
          contemplation of the redemption of the debentures.  At that time,            
          RERC was 100-percent owned by RMC Holdings, Inc., which was 100-             
          percent owned by Metals.                                                     
               From their issuance through February 24, 1987, the aggregate            
          principal amount of outstanding debentures was reduced to                    
          $29,773,000.                                                                 
               On February 24, 1987, RMECC called the debentures for                   
          redemption (the call), effective at the close of business                    
          March 26, 1987 (the redemption date).  On February 23, 1987,                 
          Metals filed with the Securities and Exchange Commission a                   
          registration statement registering 681,503 shares, the maximum               
          number of shares required if all of the debentures that were                 
          outstanding on February 24, 1987, had been exchanged for shares              
          pursuant to the indenture.                                                   

          2(...continued)                                                              
          115,000 tons per year.  There is nothing in the record explaining            
          the capacity increases, although Metals infers that it is                    
          responsible in some manner.                                                  




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