<PAGE> 1
As filed with the Securities and Exchange Commission on April 27, 1995
------------------------------------
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
securities to offering price aggregate fee*
be registered per share* offering
price
- --------------------------------------------------------------------------------
Class A Common
Shares 277,324 shares $ 26.775 $ 7,425,350.10 $ 2,560.47
$.625 par value
- -----------------------------------
* Calculated pursuant to Section 6 of the Securities Act of 1933, as amended,
and Rule 457(c) promulgated thereunder based upon the average of the high and
low prices of the Class A Common Shares $.625 par value, on the New York Stock
Exchange on April 26, 1995, as reported in The Wall Street Journal.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
<PAGE> 2
THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
(513)443-2000
277,324 Class A Common Shares
($.625 par value)
PROSPECTUS
This Prospectus covers the resale of 277,324 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 Henry W. Donald; Leslie W. Donald;
Duty Trust, Lynn Duty Donald, Trustee; Lynn Duty Donald; and Thomas Donald (the
"Selling Shareholders"). 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 April 26,
1995, the reported high and low sale prices of the Class A Common Shares on
the NYSE were $26.875 and $26.675 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 , 1995.
1
<PAGE> 3
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 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and at 7 World Trade Center, Suite 1300, New York, New York 10048; 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 independent auditor's report thereon) for
the fiscal year ended September 30, 1994 (File Number 0-132).
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 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.
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)
2
<PAGE> 4
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.
SELLING SHAREHOLDERS
On , 1995, SC Acquisition Corp., an Ohio corporation wholly-owned by
the Company ("SAC") merged into Salcris Corporation, an Alabama corporation
("Salcris"); in accordance with the terms of such merger, Salcris became a
wholly-owned subsidiary of the Company and the former shareholders of Salcris
received Class A Common Shares of the Company. In addition, one former
shareholder and a previous President and shareholder of Salcris who has served
as a consultant to Salcris received Class A Common Shares of the Company as
consideration for non-competition agreements. Resales of such Class A Common
Shares by such persons (the "Selling Shareholders") 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>
<S> <C> <C>
NUMBER OF NUMBER OF
SHARES OWNED SHARES TO BE
AS OF OFFERED FOR OWNER'S
,1995(1) ACCOUNT (1)
Henry W. Donald(2) 5229 Kirkwall Lane
Birmingham, Alabama 35242
Duty Trust,
Lynn D. Donald,
Trustee 2651 Rillwood Road
Birmingham, Alabama 35243
Lynn D. Donald(3)(4) 2651 Rillwood Road
Birmingham, Alabama 35243
Thomas Donald(3)(5) 2651 Rillwood Road
Birmingham, Alabama 35243
</TABLE>
- -------------------
(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) Henry W. Donald served as Vice President of Research & Development and
Director of Salcris and as a Director of its wholly owned subsidiary,
MediSpense, Inc. ("MediSpense"), for more than the past three years.
Mr. Donald entered in on Employment Agreement with the Company,
effective at the time of the merger, for a period of eighteen months.
3
<PAGE> 5
(3) Thomas Donald and Lynn D. Donald are husband and wife.
(4) Lynn D. Donald served as Secretary of Salcris until April, 1993. Lynn
D. Donald was the holder of a Promissory Note dated June 23, 1993,
from MediSpense in the original principal amount of $148,071.01,
payable in monthly installments of $3,540 plus interest at 2% over
prime (assigned to her by the original payee, Thomas Donald, on
January 31, 1994). The Note represented amounts loaned by Thomas
Donald to MediSpense to cover operating expenses. Such Note was paid
in full at the time of the merger.
(5) Thomas Donald served as President and a Director of Salcris from May,
1979 to May, 1993. Thomas Donald was the holder of a Promissory Note
dated June 23, 1993, from Salcris in the original principal amount
of $93,276, payable in monthly installments of $2,000 plus interest
at 2% over prime. Such Note represented amounts payable for past
services as well as consideration for a settlement of certain claims
against Salcris. Such Note was paid in full at the time of the merger.
Thomas Donald served as a consultant to the Company pursuant to an
Agreement Concerning Consultation Services and Settlement of Disputes,
dated June 23, 1993, among Thomas Donald, Lynn D. Donald, Henry W.
Donald and the Company, for which he received variable compensation.
This agreement was terminated upon consummation of the merger.
RECENT DEVELOPMENTS
On , 1995, SAC merged into Salcris. In accordance with the terms
of such merger, Salcris became a wholly-owned subsidiary of the Company and the
former shareholders of Salcris (the "Selling Shareholders") received
Class A Common Shares of the Company, subject to certain escrow arrangements
described below. The number of shares utilized to consummate the merger was
determined by dividing (a) $7,250,000, less (i) actual Salcris transaction
expenses up to $325,000, and (ii) approximately $566,250 representing certain
bonuses payable of Salcris, by (b) the average per share closing price on the
NYSE for the 20 days immediately preceding the 5th trading day prior to the
effective time of the merger. If a closing balance sheet prepared within 60
days after closing reveals a net worth of Salcris less than $1,500,000, the
deficiency will be paid to Reynolds by the Selling Shareholders and recipients
of the approximately $566,250 in bonuses referred to above. Salcris is a
provider of information management systems and services to physician group
practices and other medical services providers. A total of Shares
was deposited into escrow as security for the obligations of the Shareholders
of Salcris to indemnify the Company from any breach of representations and
warranties.
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 LLP, 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 period
ended December 31, 1994, which is incorporated herein by reference, Deloitte &
Touche LLP 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 Report on Form 10-Q for the quarter
ended December 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 LLP 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.
4
<PAGE> 6
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:
Registration fee - Securities and Exchange Commission $ 2,546
Accountants' fees and expenses $ 3,000
Legal fees and expenses $ 6,000
Financial printer fees $ 500
Total $ 12,046
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 9.
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
5
<PAGE> 7
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.
6
<PAGE> 8
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dayton, State of Ohio, on April 26, 1995.
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)
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints David R. Holmes and Adam M. Lutynski, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all future amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ David R. Holmes
- -------------------------------------- April 26, 1995
David R. Holmes, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Dale L. Medford
- -------------------------------------- April 26, 1995
Dale L. Medford, Vice President,
Corporate Finance and Chief Financial
Officer (Principal Financial and
Accounting Officer) and Director
/s/ Joseph N. Bausman
- -------------------------------------- April 26, 1995
Joseph N. Bausman, President,
Automotive Systems Division and Director
/s/ Dr. David E. Fry
- -------------------------------------- April 26, 1995
Dr. David E. Fry, Director
/s/ Richard H. Grant, Jr.
- -------------------------------------- April 26, 1995
Richard H. Grant, Jr., Chairman of the
Steering Committee and Director
/s/ Richard H. Grant, III
- -------------------------------------- April 26, 1995
Richard H. Grant, III, Director
/s/ Robert C. Nevin
- -------------------------------------- April 26, 1995
Robert C. Nevin, President, Business
Forms Division and Director
7
<PAGE> 9
/s/ Gayle B. Price, Jr.
- --------------------------------- April 26, 1995
Gayle B. Price, Jr., Director
/s/ William H. Seall
- --------------------------------- April 26, 1995
William H. Seall, Director
/s/ Kenneth W. Thiele
- --------------------------------- April 26, 1995
Kenneth W. Thiele, Director
/s/ Martin D. Walker
- --------------------------------- April 26, 1995
Martin D. Walker, Director
8
<PAGE> 10
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
<S> <C>
(1) Inapplicable
(2) Acquisition Agreement and Plan of Merger dated April __, 1995, among The Reynolds and
Reynolds Company; Salcris Corporation; Salcris Acquisition Corp.; Henry W. Donald; Leslie W.
Donald; Duty Trust, Lynn Duty Donald Trustee; Lynn Duty Donald; Thomas C. Donald; Mark A.
Griffin; and John H. Eads.*
(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 and Restated Articles of Incorporation of the Company, incorporated by reference to
Exhibit A to the Company's definitive proxy statement dated January 5, 1995, and filed with
the Securities and Exchange Commission.
(4)(c) 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)(d) 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 Co., L.P.A., regarding legality of securities*
(8) Inapplicable
(12) Inapplicable
(15) Letter on interim financial information 10
(23)(a) Consent of Coolidge, Wall, Womsley & Lombard (incorporated by reference to Exhibit 5
hereto).
(23)(b) Consent of Deloitte & Touche LLP, independent auditors 11
(24) Inapplicable
(25) Inapplicable
(26) Inapplicable
(27) Inapplicable
(28) Inapplicable
(99) Inapplicable
_________________________________________
* - To be filed by amendment
</TABLE>
9
<PAGE> 1
EXHIBIT 15
The Reynolds and Reynolds Company
115 South 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
period ended December 31, 1994, as indicated in our report dated February 7,
1995; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended December 31, 1994, is
incorporated by reference in this Registration Statement on Form S-3.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is 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 LLP
Dayton, Ohio
April 24, 1995
10
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Reynolds and Reynolds Company on Form S-3 of our report dated November 14,
1994, 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, 1994, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
Deloitte & Touche LLP
Dayton, Ohio
April 24, 1995
11
