-----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, KIHH3W53543MguN2NFv+oJF9y1rI8RjlCRRTOpjnGyqkXQ0GRgP6fBlVunMDsjt2 E7mELpHhYaXDGdIzZSikBg== 0001243545-06-000043.txt : 20061030 0001243545-06-000043.hdr.sgml : 20061030 20061030210323 ACCESSION NUMBER: 0001243545-06-000043 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061026 FILED AS OF DATE: 20061030 DATE AS OF CHANGE: 20061030 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRANT RICHARD H III CENTRAL INDEX KEY: 0001247411 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10147 FILM NUMBER: 061173681 BUSINESS ADDRESS: STREET 1: REYNOLDS & REYNOLDS CO. STREET 2: P.O. BOX 1824 CITY: DAYTON STATE: OH ZIP: 45401 BUSINESS PHONE: 937-485-2000 MAIL ADDRESS: STREET 1: REYNOLDS AND REYNOLDS STREET 2: ONE REYNOLDS WAY CITY: DAYTON STATE: OH ZIP: 45430 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2006-10-26 1 0000083588 REYNOLDS & REYNOLDS CO REY 0001247411 GRANT RICHARD H III ONE REYNOLDS WAY DAYTON OH 45430 1 0 0 0 Class A Common, no par value per share 2006-10-26 4 D 0 12424 40 D 0 D Class A Common, no par value per share 2006-10-26 4 C 0 675000 0 A 675000 D Class A Common, no par value per share 2006-10-26 4 D 0 675000 40 D 0 D Class A Common, no par value per share 2006-10-26 4 D 0 44200 40 D 0 I By Trust #1 Class A Common, no par value per share 2006-10-26 4 D 0 44430 40 D 0 I By Trust #2 Class A Common, no par value per share 2006-10-26 4 D 0 109018 40 D 0 I FLP Class A Common, no par value per share 2006-10-26 4 D 0 12776 40 D 0 I by Spouse Class B Common, no par value per share (conversion rights) 0 2006-10-26 4 D 0 13500000 40 D Class A Common, no par value per share 675000 0 D Non-Qualified Stock Option (right to buy) 17 2006-10-26 4 D 0 2659 23 D 2001-08-08 2010-08-08 Class A Common, no par value per share 2659 0 D Non-Qualified Stock Option (right to buy) 17.44 2006-10-26 4 D 0 2451 22.56 D 1999-10-01 2008-10-01 Class A Common, no par value per share 2451 0 D Non-Qualified Stock Option (right to buy) 19.5 2006-10-26 4 D 0 2242 20.5 D 2000-10-01 2009-10-01 Class A Common, no par value per share 2242 0 D Non-Qualified Stock Option (right to buy) 20.1 2006-10-26 4 D 0 2093 19.9 D 1998-10-01 2007-10-01 Class A Common, no par value per share 2093 0 D Non-Qualified Stock Option (right to buy) 22.53 2006-10-26 4 D 0 2061 17.47 D 2002-10-01 2011-10-01 Class A Common, no par value per share 2061 0 D Non-Qualified Stock Option (right to buy) 22.56 2006-10-26 4 D 0 2044 17.44 D 2003-10-01 2009-10-01 Class A Common, no par value per share 2044 0 D Disposed of pursuant to the Agreement and Plan of Merger dated August 7, 2006 among Universal Computer Systems Holding, Inc., The Reynolds and Reynolds Company and Racecar Acquisition Co., the closing of which occurred on October 26, 2006. See Footnote 6 On May 29, 2001, the reporting person was appointed to serve as co-trustee of a charitable remainder trust (TRUST #1) of which an immediate family member of the reporting person is the beneficiary. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of the shares. On May 29, 2001, the reporting person was appointed to serve as co-trustee of a charitable remainder trust (TRUST #2) of which an immediate family member of the reporting person is the beneficiary. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of the shares. Shares owned by the Grant Asset Management Family Ltd Partnership of which Richard H. Grant, III is a director and holds indirect ownership. Disposed of pursuant to the Agreement and Plan of Merger dated August 7, 2006 among Universal Computer Systems Holding, Inc., The Reynolds and Reynolds Company and Racecar Acquisition Co., the closing of which occurred on October 26, 2006. The Class B shares are convertible to Class A Common Shares at a 20-to-1 ratio. On 5/27/71, Mr. Grant acquired the right to convert his Class B Common shares to Class A Common shares at a 20:1 ratio. Class B Common Shares may be converted to Class A Common Shares at a ratio of 20:1. There is no public market for Class B Common Shares. There was no expiration date to convert the Class B Common shares. Class B Common Shares may be converted to Class A Common Shares at a ratio of 20:1. There is no public market for Class B Common Shares. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 8/8/01, was canceled in exchange for a cash payment representing the difference between the exercise price and $40. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/99, was canceled in exchange for a cash payment representing the difference between the exercise price and $40. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/00, was canceled in exchange for a cash payment representing the difference between the exercise price and $40. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/98, was canceled in exchange for a cash payment representing the difference between the exercise price and $40. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/02, was canceled in exchange for a cash payment representing the difference between the exercise price and $40. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/03, was canceled in exchange for a cash payment representing the difference between the exercise price and $40. By: Juliet C. Shadoan, attorney-in-fact For: Richard H. Grant, III 2006-10-30 -----END PRIVACY-ENHANCED MESSAGE-----