DEFA14A 1 aug8_factsheet.txt AUGUST 2006 FACT SHEET 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: ---------------------------------------------------------- FACT SHEET REYNOLDS AND REYNOLDS AND UNIVERSAL COMPUTER SYSTEMS AUGUST 2006 Reynolds and Reynolds and UCS have announced they will merge to create the world's pre-eminent dealer services provider. o The new company will be known as the Reynolds and Reynolds Company o The headquarters will be located at the current Reynolds Headquarters campus in Kettering, Ohio o The brand in the market will be Reynolds Reynolds chose to merge with UCS for business and competitive reasons. o First, the merger delivers a substantial and immediate premium to shareholders. o Second, Reynolds will be a stronger competitor in the marketplace by adding UCS's advanced products and world-class development capacity. o Third, the merger is one more engine behind 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. o Finally, this is an opportunity to create something very special in a dealer services provider - and that can mean growth and opportunity for individuals. Overall, associates should see new opportunities, additional responsibilities, and professional challenges as a result of the merger. Reynolds operates in a fiercely competitive environment, where customers continually expect more from our business in order to succeed at higher levels in their business. o The merger is the best way for us to compete successfully, effectively, and profitably long-term, solidifying our position as THE leading dealer services provider. Across Reynolds, our immediate focus is to deliver results in the fourth quarter and build momentum for 2007. o The merger requires regulatory clearance and shareholder approval. o Shortly, an integration team will be named, which will manage the practical and business aspects of the merger. What we do best is help automobile dealers sell more cars, reach more customers, and improve their business results. o Now, we will be able to fulfill that mission in ways never imagined before. # # #