<PAGE> 1
As filed with the Securities and Exchange Commission on July 20, 1994
Registration No. 33-51895
________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE REYNOLDS AND REYNOLDS COMPANY
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of incorporation or organization)
31-0421120
(I.R.S. Employer Identification No.)
115 South Ludlow Street
Dayton, Ohio 45402
(513) 443-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ADAM M. LUTYNSKI, ESQ.
The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
(513) 443-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
(15 pages - Exhibit Index page 10)
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THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
(513)443-2000
574,178 Class A Common Shares
($.625 par value)
PROSPECTUS
This Prospectus covers the resale of 574,178 Class A Common Shares, $.625 par
value ("Shares"), of The Reynolds and Reynolds Company (the "Company"), from
time to time on the New York Stock Exchange or in the over-the-counter market
at prices current at the time of sale by Seagate Sisilli, Inc., fka Law
Printing Company, Inc. ("LPC" or "Seagate"), C. Vincent Sisilli and Patricia
L. Sisilli, individually and as joint tenants, (jointly, the "Sisillis" and
collectively with Seagate, the "Selling Shareholders"). This Prospectus also
covers any interim distribution by LPC to the Sisillis. See "SELLING
SHAREHOLDERS." The Shares include rights to purchase from the Company a unit
consisting of one one-thousandth of a share of the Company's Series A
Participating Preferred Shares, without par value, at a price of $80, subject
to adjustments under certain circumstances (individually, a "Right" and
collectively, the "Rights"). Since May 17, 1991, the Company issues one
Right with each Class A Common Share that becomes outstanding. The Selling
Shareholders hereunder have not entered into any arrangement or agreements with
any broker or dealer for the offering or sale of the Shares. In any
transaction, a Selling Shareholder may be deemed an "underwriter" as defined in
the Securities Act of 1933, as amended. The Company will receive no part of
the proceeds of any such resales.
The Shares are traded on the New York Stock Exchange ("NYSE"). On March 15,
1994, a two-for-one stock split on both classes of the Company's Common Shares
was paid to shareholders of record on March 1, 1994. On June 17, 1994, the
reported high and low sale prices of the Class A Common Shares on the NYSE were
$24.375 and $23.875 per share.
No person has been authorized in connection with this offering to give any
information or to make any representations, other than as contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon. This Prospectus is not an offer or solicitation in any
jurisdiction to any person to whom such offer may not lawfully be made.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is July ___, 1994.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy and information
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60621-2511, and at 75 Park Place, Room 1228, New
York, New York 10007; and copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. The Company's Class A Common
Shares are listed on the New York Stock Exchange and reports, proxy and
information statements and other information concerning the Company can be
inspected at such exchange at 20 Broad Street, New York, New York 10005.
A Registration Statement on Form S-3 under the Securities Act of 1933, as
amended, has been filed by the Company with the Commission with respect to the
Shares. This Prospectus does not contain all the information set forth in such
registration statement, amendments thereto and exhibits thereto which the
Company has filed with the Commission. For further information with respect to
the Company and the securities to which this Prospectus relates, reference is
made to such Registration Statement including the exhibits thereto.
The Company's principal executive offices are located at 115 South Ludlow
Street, Dayton, Ohio 45402, and its telephone number at that address is
513/443-2000.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, all of which have been filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K (including financial
statements together with the report of independent certified public
accountants thereon) for the fiscal year ended September 30, 1993
(File Number 0-132).
(b)(1) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1993 (File Number 0-132).
(b)(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1994 (File Number 0-132).
(c)(1) The "Description of Registrant's Securities to be Registered" on pages
2 and 3 of the Company's Registration Statement on Form 8-A which
became effective on January 12, 1989 (File No. 1-10147).
(c)(2) The "Description of Registrant's Securities to be Registered" on pages
2 through 6 of the Company's Registration Statement on Form 8-A which
was filed on May 8, 1991 (File No. 1-10147).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act, subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares hereunder, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of any such document. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified by or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
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A copy of any document or part thereof incorporated by reference in the
registration statement of which this Prospectus constitutes a part (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that the registration statement incorporates) shall be provided without charge
to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon written or oral request made to the Company at
115 South Ludlow Street, Dayton, Ohio 45402, Attention: General Counsel and
Secretary, (513) 443-2000.
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SELLING SHAREHOLDERS
On January 3, 1994, the Company acquired from Seagate Sisilli, Inc. (fka Law
Printing Company, Inc.) a California corporation ("LPC" or "Seagate"),
substantially all of the assets of LPC. The purchase price for such assets was
paid by the Company in Class A Common Shares, resales of which are, to the
extent disclosed in the table below, covered by this Prospectus.
The Selling Shareholders named herein have informed the Company that they
desire to be in a position to sell the Shares set forth opposite their names
from time to time on the NYSE or in the over-the-counter market at prices
current at the time of sale. The Selling Shareholders have not entered into
any arrangements or agreements with any broker or dealer for the offering or
sale of the Shares.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES OWNED SHARES TO BE
AS OF OFFERED FOR OWNER'S
JUNE 27, 1994(1) ACCOUNT (1)
<S> <C> <C> <C>
Seagate Sisilli, Inc. (2) 31610 Broad Beach Boulevard 0 0
Malibu, California 90265
C. Vincent Sisilli (2) (3) (5) 31610 Broad Beach Boulevard 485,870 485,870
Malibu, California 90265
C. Vincent Sisilli and 44,154 44,154
Patricia L. Sisilli, husband and wife,
as joint tenants (2) (3) (4) (5) 31610 Broad Beach Boulevard
Malibu, California 90265
Patricia L. Sisilli (2) (4) (5) 31610 Broad Beach Boulevard 44,154 44,154
Malibu, California 90265
- -------------------------------------------
<FN>
(1) Certain of these Shares are subject to escrow provisions and may not
be sold until released from such escrow arrangements in the future.
(2) Seagate was dissolved in February, 1994. Seagate was wholly owned by
C. Vincent Sisilli and Patricia L. Sisilli, individually and jointly.
As part of the dissolution of Seagate, Shares owned by Seagate were
distributed by such entity to such persons and such persons are
listed above as Selling Shareholders. This Prospectus covers
resales by such persons.
(3) C. Vincent Sisilli was President, Chief Financial Officer,
Secretary and Director of LPC for more than three years. C. Vincent
Sisilli made certain loans to LPC, the principal balance of which,
as of January 3, 1994, was approximately $434,916. C. Vincent
Sisilli acquired, by assignment from Union Bank, certain
indebtedness of LPC to Union Bank; as of January 3, 1994, the
principal balance of such indebtedness was approximately $410,000.
As part of the dissolution of Seagate, Seagate distributed Shares
of the Company held by Seagate in full satisfaction of Seagate's
indebtedness to C. Vincent Sisilli.
(4) Patricia L. Sisilli was a Director of LPC for more than three
years.
(5) C. Vincent Sisilli and Patricia L. Sisilli leased certain improved
real property to LPC under a lease that terminated January 3, 1994.
</TABLE>
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EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K have been audited by Deloitte & Touche, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods
ended December 31, 1993 and March 31, 1994, which are incorporated herein by
reference, Deloitte & Touche has applied limited procedures in accordance with
professional standards for a review of such information. However, as stated in
their reports included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1993 and March 31, 1994, and incorporated by
reference herein, they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature
of the review procedures applied. Deloitte & Touche is not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited interim financial information because those reports
are not "reports" or a "part" of the Registration Statement prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the Act.
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INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
An estimate of such expenses, none of which shall be borne by the Selling
Shareholders, is as follows:
Accountants' fees and expenses $ 2,500
Legal fees and expenses $ 5,000
Financial printer fees $ 500
--------
Total $ 8,000
The Selling Shareholders shall bear brokerage fees incurred in connection with
the resale of the registered securities, as well as any federal or state income
taxes on the proceeds of any such resale.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Company is
permitted to indemnify any director, officer, employee or agent of the Company
against costs and expenses incurred in connection with any action, suit or
proceeding brought against any such person by reason of his having served the
Company in such capacity, provided that he meets certain "good faith" tests
provided by law, and provided further that, with respect to suits brought on
behalf of the Company, he is not adjudged to be liable for negligence or
misconduct unless the relevant court finds indemnification to be nevertheless
appropriate in view of all the circumstances. The statute also provides that
in the event an officer or director has been successful on the merits in
defense of any such action, suit or proceeding, such officer or director shall
be indemnified by the Company against actual and reasonable expenses in
connection therewith.
Article Ninth of the Company's Amended Articles of Incorporation provides that,
as more specifically set forth in the Company's Consolidated Code of
Regulations, the Company may provide to any director, officer, other employee
or agent of the Company or any person who serves at the request of the Company
as a director, trustee, other employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, the maximum
indemnification permitted under Section 1701.13(E) of the Ohio Revised Code,
including amendments thereto, or any comparable provisions of any future Ohio
statute.
Paragraph B of Section 1 of Article IX of the Company's Consolidated Code of
Regulations provides for indemnification of directors, officers and employees
of the Company, and persons who, at the request of the Company, act as a
director, trustee, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
actually and reasonably incurred in connection with any action as to which he
was or is or may be made a party by reason of his acting in such capacity,
involving a matter as to which it shall be determined, as provided therein,
that he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal matter or proceeding, in addition, that he had no reasonable cause to
believe that his conduct was unlawful; provided, however, that in the case of
an action by or in the right of the Company to procure a judgment in its favor,
no such indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged liable for negligence or
misconduct in the performance of his duty to the Company unless, and only to
the extent that, the Court of Common Pleas or other court where such action was
brought shall determine such indemnification to be proper.
ITEM 16. EXHIBITS
See Exhibit Index on page 10.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the
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registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 33-51895 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dayton,
State of Ohio, on July 20, 1994.
THE REYNOLDS AND REYNOLDS COMPANY
By /s/ David R. Holmes
----------------------------------
David R. Holmes, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement No. 33-51895 has been signed by the
following persons in the capacities and on the dates indicated.
/s/ David R. Holmes
- --------------------------------------------------------- July 20, 1994
David R. Holmes, Chairman of the Board, President
and Chief Executive Officer (Principal Executive Officer)
and Director
/s/ Dale L. Medford
- --------------------------------------------------------- July 20, 1994
Dale L. Medford, Vice President, Corporate Finance
and Chief Financial Officer (Principal Financial and Accounting Officer)
and Director
* * * * * * * * * *
Joseph N. Bausman, President, Computer Systems Division and Director
Dr. David E. Fry, Director
Richard H. Grant, Jr. Chairman of the Steering Committee and Director
Richard H. Grant, III, Senior Vice President International, Computer Systems
Division and Director
Robert C. Nevin, President, Business Forms Division and Director
Gayle B. Price, Jr., Director
William H. Seall, Director
Kenneth W. Thiele, Director
Martin D. Walker, Director
The undersigned, by signing his name hereto, executes this Post-Effective
Amendment No. 1 to Registration Statement No. 33-51895 pursuant to Powers of
Attorney executed by the above-named directors and filed with the Securities
and Exchange Commission.
/s/ Adam M. Lutynski
- --------------------------------------------------------- July 20, 1994
Adam M. Lutynski,
Their Attorney-in-Fact
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
(1) Inapplicable
(2) Asset Purchase Agreement dated December 29, 1993 among The Reynolds and Reynolds Company,
Law Printing Company, Inc., C. Vincent Sisilli, and Patricia L. Sisilli incorporated by
reference to Exhibit (2) to the Company's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on January 13, 1994 (Registration No. 33-51895).
(4)(a) Specimen Certificate for Class A Common Shares ($.625 par value) of the Company incorporated
by reference to Exhibit (4)(c) to the Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on March 4, 1992 (Registration No. 33-46222).
(4)(b) Amended Articles of Incorporation of the Company, incorporated by reference to Exhibit A to
the Company's definitive proxy statement dated January 8, 1990, and filed with the Securities
and Exchange Commission.
(4)(c) Amendment to Amended Articles of Incorporation of the Company, incorporated by reference to
Exhibit 4(c) to the Company's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on August 23, 1991 (Registration No. 33-42411).
(4)(d) Amendment to Amended Articles of Incorporation of the Company incorporated by reference to
Exhibit (4)(c) to the Company's Registration Statement on Form S-3 filed with the Securities
and Exchange Commission on January 13, 1994 (Registration No. 33-51895).
(4)(e) Consolidated Code of Regulations of the Company, incorporated by reference to Exhibit B to the
Company's definitive proxy statement dated January 8, 1990, and filed with the Securities and
Exchange Commission.
(4)(f) Shareholder Rights Plan incorporated by reference to Exhibit 1 to the Company's Form 8-A
(File No. 1-10147), which was adopted on May 6, 1991, and filed with the Securities and
Exchange Commission on May 8, 1991.
(5) Opinion of Coolidge, Wall, Womsley & Lombard regarding legality of
securities*
(8) Inapplicable
(12) Inapplicable
(15) Letter on interim financial information*
(23)(a) Consent of Coolidge, Wall, Womsley & Lombard (incorporated by reference to Exhibit 5
hereto).
(23)(b) Consent of Deloitte & Touche, independent auditors*
(24) Power of Attorney, incorporated by reference to the signature pages of the Company's
Registration Statement on Form S-3 filed with the Securities and Exchange Commission on
January 13, 1994 (Registration No. 33-51895).
(25) Inapplicable
(26) Inapplicable
(27) Inapplicable
</TABLE>
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<TABLE>
<S> <C>
(28) Inapplicable
(99) Inapplicable
-----------------
<FN>
*Filed herein
</TABLE>
648000\479DEB1.S-3
6-20-94-5
11
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Exhibit (5)
June 27, 1994
The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
Gentlemen:
As counsel for The Reynolds and Reynolds Company (the "Company"), we are
familiar with the Amended Articles of Incorporation of the Company under the
laws of the State of Ohio, its Consolidated Code of Regulations, and the
respective actions taken by the Shareholders and by the Board of Directors in
connection therewith, and all subsequent corporate proceedings with respect
thereto.
In addition, we are familiar with the preparation of Post-Effective Amendment
No. 1 to Form S-3 Registration Statement No. 33-51895 currently being filed
with the Securities and Exchange Commission.
We are also acquainted with the business activities of the Company and have
examined corporate minute books, records and such other documents as we have
deemed necessary in order to render to you the following opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is a validly existing
corporation in good standing under the laws of the State of Ohio.
2. As of June 27, 1994, the 574,178 Class A Common Shares proposed to be
sold by the Selling Shareholders, as defined in such Post-Effective
Amendment No. 1 to Registration Statement No. 33-51895 have been duly
authorized and validly issued, and are fully paid and nonassessable as
described in such Post-Effective Amendment No. 1 to such Registration
Statement.
12
<PAGE> 2
The Reynolds and Reynolds Company
June 27, 1994
Page 2
We hereby consent to the references to our firm in Post-Effective Amendment No.
1 to Registration Statement No. 33-51895 and in the Prospectus constituting a
part thereof, and to the use of this opinion as an exhibit to Post-Effective
Amendment No. 1 to such Registration Statement.
Very truly yours,
COOLIDGE, WALL, WOMSLEY & LOMBARD CO., L.P.A.
13
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EXHIBIT 15
The Reynolds and Reynolds Company
115 S. Ludlow Street
Dayton, Ohio 45402
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of The Reynolds and Reynolds Company and subsidiaries for the
periods ended December 31, 1993 and March 31, 1994, as indicated in our reports
dated February 4, 1994 and May 6, 1994, respectively; because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended December 31, 1993 and
March 31, 1994, are incorporated by reference in Post-Effective Amendment No. 1
to Registration Statement No. 33-51895 on Form S-3.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche
Dayton, Ohio
June 22, 1994
14
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EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-51895 of The Reynolds and Reynolds
Company on Form S-3 of our report dated November 15, 1993, which includes an
explanatory paragraph concerning a change in the method of accounting for
post-retirement benefits other than pensions in 1993 and a change in the method
of accounting for income taxes in 1992, appearing in the Annual Report on Form
10-K of The Reynolds and Reynolds Company for the year ended September 30,
1993, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of such Registration Statement.
Deloitte & Touche
Dayton, Ohio
June 22, 1994
15
