<PAGE> 1
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): May 17, 1996
The Reynolds and Reynolds Company
- -----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 0-132 31-0421120
- -----------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
115 South Ludlow Street, Dayton, Ohio 45402
- -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 513-443-2000
N.A.
- -----------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
------------------------------------
Delaware Acquisition Co. ("Delaware"), a wholly-owned subsidiary of
The Reynolds and Reynolds Company ("Reynolds"), has completed its cash tender
offer for all outstanding shares of the common stock of Duplex Products Inc.
("Duplex") at a price of $12.00 per share. The tender offer expired at
midnight, New York City time, on Friday, May 17, 1996. The shares tendered
constitute approximately 97.8% of the 7,481,278 shares of Duplex common stock
issued and outstanding. The remaining Duplex shares were converted into the
right to receive $12.00 in cash in a subsequent merger transaction in which
Delaware was merged with and into Duplex on May 20, 1996.
The total funds required to purchase the Duplex shares pursuant to the
tender offer were $87,752,400. The total funds which will be required to
cash out the remaining former Duplex shareholders through the merger is
$2,022,936. The sources of the cash were existing credit facilities and
working capital.
Duplex is a provider of custom and stock business forms and labels,
electronic printing and mailing services, forms management programs, forms
automation solutions and process analysis and had 14 plants with its
headquarters at Sycamore, Illinois. Reynolds plans to integrate the business
and operations of Duplex into the operations of Reynolds as rapidly as
possible.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial statements of the businesses acquired.
The audited consolidated balance sheets of Duplex as of October 28, 1995 and
the related audited consolidated statements of income and cash flows for the
year ended October 28, 1995, are incorporated herein by reference to Part IV,
Item 14(a)(1) of the Duplex Form 10-K Annual Report for the fiscal year ended
October 28, 1995 (Commission File Number 1-7208). The unaudited consolidated
balance sheets of Duplex as of January 27, 1996 and the related unaudited
consolidated statements of income and cash flows for the period ending January
27, 1996 are incorporated herein by reference to Part I, Item 1 of the Duplex
Form 10-Q Quarterly Report for the quarterly period ended January 27, 1996
(Commission File Number 1-7208).
(b) Pro forma financial information.
It was impracticable to provide the pro forma financial information
required pursuant to Article 11 of Regulation S-X relative to an acquired
business in this Form 8-K filing. The required pro forma financial information
will be filed with the Commission by August 2, 1996.
2
<PAGE> 3
(c) Exhibits.
(2) Agreement and Plan of Merger dated as of April 20, 1996,
is incorporated by reference to Exhibit (c)(1) to Reynolds' Schedule 14D-1
filed with the Commission on April 22, 1996.
(99) Text of press release dated May 20, 1996 announcing
the closing of the tender offer by Delaware for Duplex is incorporated by
reference to Exhibit (a)(9) to Reynolds' Final Amendment to Schedule 14D-1
filed with the Commission on May 24, 1996.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
The Reynolds and Reynolds Company
/s/ David R. Holmes
Date: June 3, 1996 By:______________________________
David R. Holmes
Chairman of the Board,
President and
Chief Executive Officer
3
