8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 24, 2006

The Reynolds and Reynolds Company
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-10147	31-0421120
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Reynolds Way, Dayton, Ohio		45430
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 937-485-2000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

- - Retirement of Obligations under 7% Notes Indenture

The Reynolds and Reynolds Company ("Company") today announced its intention to discharge its obligations under its 7% Notes Due December 15, 2006 (the "Notes") and the Indenture, dated as of December 15, 2006. between the Company and Wells Fargo Bank, N.A., as successor trustee (the "Trustee"), as more fully described in the Press Release attached hereto as exhibit 99.1 and incorporated by reference into this item 8.01.

- Termination of Consent Solicitation

The Reynolds and Reynolds Company's solicitation of consents and waivers from holders of the Notes expired as scheduled at 5:00 p.m., New York City time, on February 23, 2006. The solicitation expired without the Company having obtained sufficient consents for the amendment and waiver of certain reporting requirements in the indenture governing the Notes. The retirement of the Company's obligations under the Notes described herein will have the effect of discharging any further o bligations of the Company to holders of the Notes under the indenture.


- Notice of Default under 7% Notes Indenture

The Reynolds and Reynolds Company received a notice of default (the "Notice") on February 24, 2006 from the Trustee under the Company’s Indenture relating to the Company’s previously announced delay in filing its annual report on Form 10-K for the fiscal year ended September 30, 2005 and its quarterly report on form 10-Q for the fiscal quarter ended December 31, 2005 (the "Delayed Reports") and the Company’s obligation to file the Delayed Reports with the Trustee. Receipt of the Notice would create an Event of Default under the Indenture unless the delay in filing the Delayed Reports is cured by May 25, 2006, or within 90 days of the date of the Notice. The Company intends to render the effect of the Notice moot by depositing funds in trust sufficient to pay and discharge all remaining payments of principal and interest under the Notes, as described here in, prior to May 25, 2006.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated February 24, 2006 of The Reynolds and Reynolds Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Reynolds and Reynolds Company
March 1, 2006	By:	Robert S. Guttman
		Name: Robert S. Guttman
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated February 24, 2006

EX-99.1

NEWS

Reynolds and Reynolds Announces Intention to Retire Obligations
Under its 7% Notes Due December 15, 2006

DAYTON, OHIO, February 24, 2006 – The Reynolds and Reynolds Company (NYSE: REY) announced today that it intends to retire its obligations to holders of its outstanding $100.0 million principal amount of 7% Notes due December 15, 2006 (the “Notes”).

The company had sought a waiver from the holders of the Notes following its previously announced delay in the filing of its annual report on Form 10-K for the fiscal year ended September 30, 2005, its Form 10-Q for the quarter ended December 31, 2005, and its 2006 annual meeting of shareholders.

“Basically, we looked at the proposed consideration being requested by certain holders of the Notes. In view of our strong cash position, we elected to discharge our obligations,” said Greg Geswein, senior vice president and chief financial officer. “The company will set aside funds in trust sufficient to service all remaining payments of interest and principal with the indenture trustee.”

Cautionary Notice Regarding Forward-Looking Statements

Certain statements contained herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on current expectations, estimates, forecasts and projections of future Company or industry performance based on management’s judgment, beliefs, current trends and market conditions. Forward-looking statements made by the Company may be identified by the use of words such as “may have to,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “seeks,” “estimates,” and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict, including the newly scheduled date for the Company’s annual meeting; changes in accounting policy or restatements of annual or quarterly financial statements as a result of the revenue recognition policy review, or as a result of the Company’s responses to accounting comments from the SEC Staff; the timing and substance of the resolution of the Company’s revenue recognition policy review and of outstanding SEC comments which may result in changes, that, individually or in the aggregate, may be material to the Company’s financial condition, results of operations or liquidity; the type and number of changes to the Company’s revenue recognition policy and the time and documentation necessary to implement such changes in order to prepare and have audited financial statements; whether a restatement will be required for any matter other than revenue recognition or auction rate securities or the two-class method of earnings per share; the nature, timing and amount of any restatement or other adjustments; the Company’s ability to make timely filings of its required periodic reports under the Securities Exchange Act of 1934; the effect of any restatement or a further delay of the Company’s annual meeting of shareholders for 2006, the listing of the Company’s common stock on the New York Stock Exchange, the funding availability under the Company’s credit facilities or upon outstanding debt obligations; the Company’s ability to secure necessary waivers from lenders for the delay in filing its Form 10-K; the Company’s ability to maintain adequate cash balances for operating and for debt defeasance; any adverse response of any of the Company’s vendors, customers, media and others relating to the delay or restatement of the Company’s financial statements and accounting processes, policies and procedures, and additional uncertainties related to accounting issues. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in any forward-looking statement. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. See also the discussion of factors that may affect future results contained in the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2004.

About Reynolds

Reynolds and Reynolds (www.reyrey.com) helps automobile dealers sell cars and take care of customers. Serving dealers since 1927, it is the leading provider of dealer management systems in the U.S. and Canada. The Company’s award-winning product, service and training solutions include a full range of retail Web and Customer Relationship Management solutions, e-learning and consulting services, documents, data management and integration, networking and support and leasing services. Reynolds serves automotive retailers and OEMs globally through its incadea solution and a worldwide partner network, as well as through its consulting practice.

Contact:

Media	Investors
Mark Feighery 937.485.8107 mark_feighery@reyrey.com	John E. Shave 937.485.1633 john_shave@reyrey.com