-----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, DyjK7EKORe9dhPzOcDIpay5uKn1z+DlkPKpULNdyJukVTJfnCCgKqKzKqdRiBVgc fTB1NWuTBS5TTOC/0kqwJw== 0000898822-06-000944.txt : 20060808 0000898822-06-000944.hdr.sgml : 20060808 20060808170520 ACCESSION NUMBER: 0000898822-06-000944 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060808 EFFECTIVENESS DATE: 20060808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS & REYNOLDS CO CENTRAL INDEX KEY: 0000083588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 310421120 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10147 FILM NUMBER: 061014009 BUSINESS ADDRESS: STREET 1: ONE REYNOLDS WAY CITY: DAYTON STATE: OH ZIP: 45430 BUSINESS PHONE: 9374852000 MAIL ADDRESS: STREET 1: P.O. BOX 2608 CITY: DAYTON STATE: OH ZIP: 45401 DEFA14A 1 qaassoc.txt ASSOCIATES QUESTIONS AND ANSWER SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 [ ] Definitive Additional Materials [X] Soliciting Material Under Rule 14a-12 THE REYNOLDS AND REYNOLDS COMPANY ------------------------------------------ (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] 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: ---------------------------------------------------------- 1 REYNOLDS AND REYNOLDS Q&A (ASSOCIATES) GENERAL Q&A 1. QUESTION: Why is Reynolds merging with Universal Computer Systems? ANSWER: First, it delivers a substantial and immediate premium to shareholders. Second, Reynolds will be a stronger competitor in the marketplace by adding UCS's advanced products and world-class development capacity. Third, the merger is one more engine behind our growth and is consistent with our performance improvement plan to drive revenue, deliver more value to customers, and improve the productivity and operating effectiveness of the company. Finally, this is an opportunity to create the world's pre-eminent dealer services provider - and that can mean growth and opportunity for individuals. 2. QUESTION: Will jobs be added or reduced as a result of the merger? ANSWER: It's unlikely employment levels will increase at headquarters as a result of the merger. Reynolds already is in the midst of streamlining the organization and eliminating a number of positions over the next three years. That will continue. Further, we are merging the operations of two fully functioning companies and there will be duplication in roles and functions. Overall, a net addition of new positions is unlikely, even though there may be new or different positions in the future, both as a result of the business streamlining and the merger. 3. QUESTION: What will happen over the next few months at Reynolds? ANSWER: The first priority is to deliver results in the fourth quarter and build momentum going into 2007. The merger requires regulatory clearance and shareholder approval, which we expect by the end of the calendar year. Finally, an integration team will be named, which will manage the practical and business aspects of the merger. 4. QUESTION: What will happen to activities in specific functions - sales, customer service, development and engineering, and so forth? ANSWER: There are no changes immediately. 5. QUESTION: What does this mean for Reynolds International? ANSWER: There are no changes immediately. We will continue with the integration of DCS into Reynolds International and continue to build our international business. BENEFITS Q&A 1. QUESTION: Will benefits change? ANSWER: Under the terms of the merger agreement, the new company has agreed to honor the current benefit plans for a year. After that, benefit plans will be reviewed regularly, just as Reynolds has reviewed its benefit plans. 2. QUESTION: Does this change the recent announcements by Reynolds that it will freeze the pension plan and enhance the 401(k) plan? Will profit sharing still be added for U.S. employees? ANSWER: The defined benefit (pension) plan will be frozen September 30. Under the terms of the merger agreement, the new company has agreed to honor the 2 enhanced 401(k) plan and profit sharing for a year. After that, the 401(k) plan and profit sharing will be reviewed in the context of total compensation and benefits. 3. QUESTION: What happens to any restricted shares or stock options for associates? ANSWER: All outstanding stock options and restricted shares (time-based and performance based) will vest on the date of closing; performance based shares will vest at target. 4. QUESTION: What impact will the merger have on the FY2006 bonus plan? ANSWER: The merger will not affect the FY 2006 bonus plan. # # # -----END PRIVACY-ENHANCED MESSAGE-----