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Previous: RALSTON PURINA CO, 11-K, EX-23, 2000-06-28 |
Next: REYNOLDS & REYNOLDS CO, 11-K, EX-23, 2000-06-28 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15(d) of the Securities and Exchange
Act of 1934
For fiscal year ended: December 31, 1999
[ ] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____ to _____
Commission file number: 1-10147
THE REYNOLDS AND REYNOLDS COMPANY TAX DEFERRED SAVINGS
AND PROTECTION PLAN
(Full Title of the Plan)
THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402
(Name of Issuer and Address of Principal Executive Offices)
<PAGE> 2
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
TABLE OF CONTENTS
--------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 7
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
Schedule of Assets Held for Investment Purposes at End of Year 8 - 12
SIGNATURE 13
EXHIBIT 23: INDEPENDENT AUDITORS' CONSENT 14
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
The Reynolds and Reynolds Company
Tax Deferred Savings and Protection Plan:
We have audited the statements of net assets available for benefits of The
Reynolds and Reynolds Company Tax Deferred Savings and Protection Plan (the
"Plan"), as of December 31, 1999 and 1998, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule, listed in the
table of contents, is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in our audit of the basic 1999 financial statements and, in our opinion, is
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
June 21, 2000
<PAGE> 4
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1999 1998
<S> <C> <C>
INVESTMENTS, at fair value (Notes B and H):
Common stock $ 2,550,234
Money market funds 1,107,769
Mutual Funds 442,327,726 $369,373,519
Other 20,137
Participant loans 21,784,454 20,715,112
------------ ------------
Total investments 467,790,320 390,088,631
ACCRUED INCOME AND OTHER ASSETS 22,039
CASH 1,564,486 1,229,574
------------ ------------
Total assets 469,354,806 391,340,244
LIABILITIES
Life insurance premiums payable 14,214 15,245
Fees and other 113,341
------------ ------------
Total liabilities 14,214 128,586
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $469,340,592 $391,211,658
============ ============
</TABLE>
See notes to financial statements.
-2-
<PAGE> 5
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ADDITIONS:
Employee contributions $ 23,268,735 $ 22,830,397
Employer contributions 9,307,428 8,870,371
Transfers from merged plans and employee rollovers (Note J) 2,612,430 10,377,153
Cash values invested 33,443 38,598
Interest and dividends 28,432,924 19,254,990
Net appreciation in fair value of investments 43,503,834 22,687,304
------------ ------------
Total additions 107,158,794 84,058,813
------------ ------------
DEDUCTIONS:
Life insurance premiums paid 149,315 155,734
Distributions to participants 28,400,433 25,011,587
Administrative expenses 480,112 482,251
------------ ------------
Total deductions 29,029,860 25,649,572
------------ ------------
NET INCREASE 78,128,934 58,409,241
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 391,211,658 332,802,417
------------ ------------
End of year $469,340,592 $391,211,658
============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE> 6
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
A. DESCRIPTION OF PLAN
The following brief description of The Reynolds and Reynolds Company Tax
Deferred Savings and Protection Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan agreement
for more complete information.
GENERAL - The Plan is a defined contribution savings plan ("401(k)") and
is subject to provisions of the Employee Retirement Income Security Act of
1974 (ERISA). All salaried, non-union hourly and certain groups of union
employees of The Reynolds and Reynolds Company (the "Company") are
eligible to participate upon the first day of employment. The Plan is
administered by a Committee appointed by the Company.
CONTRIBUTIONS - Eligible employees may elect to become participants by
contributing from 1% to 20% of their earnings through tax-deferred payroll
deductions. Generally, the Company contributes 40% of the first 3% of the
participant's compensation, provided that the participant contributes at
least 3% of compensation to the Plan. The Company also makes an additional
employer discretionary contribution ("ERD") each year to eligible
employees, which is a flat dollar amount that is the same for each
participant. These contributions are made at the Company's discretion and
currently are based on the Company's return on equity.
PARTICIPANT ACCOUNTS - Participants may elect to invest their tax-deferred
and after-tax contributions in the Plan's Funds as follows: A
participant's contribution may be invested in whole number multiples in
the Invesco Select Income Fund, Invesco Total Return Fund, IRT
International Equity Fund, IRT 500 Index Fund, Brandywine Fund, Certus
Fixed Fund, Pimco Capital Appreciation Fund, MFS Growth Opportunities
Fund, MFS Investors Growth Fund, MAS Value Advisors Fund, Neuberger &
Berman Genesis Trust Fund, Neuberger & Berman Guardian Fund, Franklin
Small Capital I Fund, or a Participant Self-Brokered account. Income on
the funds is calculated on a daily basis and expenses are allocated to
participant's accounts monthly according to the ratio of an individual
participant's account to the total of all participant's accounts.
VESTING AND DISTRIBUTIONS - Participants' accounts, except for balances
related to ERD, are fully vested at all times. No vesting in the ERD
amount occurs until three years from the participant's hire date, at which
time they become 100% vested. A participant who has reached the age of
59-1/2 may elect to withdraw all or a portion of their account.
Participants may also apply for hardship withdrawals from their
tax-deferred contribution accounts, subject to approval by the Plan's
Committee.
Distributions and withdrawals under this Plan are subject to federal
income tax withholding as prescribed by Section 3405 of the Internal
Revenue Code and the regulation thereunder or any other withholding
required by law.
-4-
<PAGE> 7
LOANS - Participants may borrow from their account (excluding insurance)
on the terms specified by the Committee. The maximum loan amount is
defined in the Plan agreement and, in any case, cannot exceed the amount
credited to the participant's account. A loan to a participant is funded
by a reduction of the participant's 401(k) account prorated based on
current balance of each respective fund.
The interest rate on loans is determined monthly by using a pooled five
year certificate of deposit rate from the top 250 money centers in the
country plus 1%. Interest on the loan is paid back directly into the
participant's account. Loan repayments are made through payroll deductions
but can be repaid in full at any time.
FORFEITURE ACCOUNT - Funds that are forfeited by participants are
transferred to a forfeiture hold account and invested in the Certus Fixed
Income Fund. The forfeiture hold account is used to offset next year's
Employer Discretionary Contribution. The account is also used to rebuild a
rehired participant's account if the ERISA break-in-service rules
determine the participant is entitled to any previously forfeited funds.
TRUSTEES - On July 1, 1998, the Plan changed trustees from National City
Bank to Institutional Trust Company.
RECLASSIFICATION - Certain prior year balances have been reclassified to
conform with the current year presentation.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF CERTUS FIXED INCOME FUND - The Plan's investment in the
benefit responsive guaranteed investment contracts is valued at contract
value. Contract value represents contributions made by participants and
the Company, plus interest at the contract rate, less withdrawals or
transfers by participants.
INVESTMENT VALUATION AND INCOME RECOGNITION - Investments are stated at
fair value, determined by quoted prices in an active market, of the
underlying assets of the funds. Security transactions are recorded on
trade dates. Gains and losses are computed using the
specific-identification method.
UNIVERSAL LIFE POLICIES available to the participants of the Plan are
allocated life insurance contracts and, therefore, are not included in
assets of the Plan. These policies cover the participant and the
participant's spouse or children.
ESTIMATES - The preparation of financial statements, in conformity with
accounting principles generally accepted in the United States of America
requires Plan management to make estimates and assumptions that affect the
reported amounts of assets available for benefits and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported increases and decreases to the Plan's net assets
available for benefits during the reporting period. Actual results could
differ from those estimates.
C. GUARANTEED INVESTMENT CONTRACTS
CERTUS FIXED INCOME FUND - The Plan has entered into guaranteed investment
contracts issued by a variety of insurance companies. Certus Asset
Management is the investment manager for this Fund. At December 31, 1999,
this fund includes $85,196,653 of fully benefit responsive guaranteed
investment contracts with contract interest rates ranging from 5.47% to
7.32% and an average yield of 6.22% based on contract value and cash
equivalents of $11,131,711. The fair value of these contracts at December
31, 1998, was $83,346,123 and cash equivalents were $4,123,804. No
valuation reserves are against these contracts.
-5-
<PAGE> 8
D. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated February 20, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan administrator believes the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the IRC. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
E. CASH VALUES EARNED FROM LIFE INSURANCE POLICIES
Participants in the life insurance fund earned $123,437 and $72,373 in
cash values from life insurance policies for the years ended December 31,
1999 and 1998, respectively.
F. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Invesco.
Invesco is related to Institutional Trust Company, the trustee of the
Plan.
G. SUBSEQUENT EVENT
The Company has agreed to sell the Information Solutions Group of the
Company. The sale could result in participants transferring out of the
Plan.
H. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
-------------------------- ----------------------------
NUMBER CONTRACT NUMBER CONTRACT
OF OR FAIR OF OR FAIR
SHARES VALUE SHARES VALUE
<S> <C> <C> <C> <C>
Brandywine Fund 759,576 $32,570,613 755,183 $22,866,933
Certus Fixed Income Fund 8,861,855 96,328,364 8,508,748 87,469,927
Invesco Total Return Fund 1,110,408 32,157,409 1,194,166 37,449,059
IRT 500 Index Fund 1,581,761 55,171,819 1,339,426 38,642,452
IRT International Equity Fund 1,386,843 32,244,104 1,656,116 30,406,295
MFS Growth Opportunities Fund 3,003,553 57,277,763 2,800,459 44,667,324
MFS Investor Growth Fund 1,314,389 26,721,537
Pimco Investor Capital Appreciation Fund 2,520,687 62,689,478 2,541,137 62,994,789
</TABLE>
I. PLAN TERMINATION
Although it has not expressed an intention to do so, the Company may amend
or terminate the Plan for any reason at any time subject to the provisions
of ERISA. In the event of termination of the Plan, participants are
entitled to receive distributions of their account balances.
-6-
<PAGE> 9
J. MERGER
The Vanier Graphics Corporation Employee Savings Plan and the Vanier
Graphics Corporation Employee Profit Sharing Plan were terminated. The
assets of these plans were transferred into the Plan effective January 1,
1998. The assets transferred were deposited into individual participant
accounts and invested as directed by the participant.
* * * * * *
-7-
<PAGE> 10
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of Investment Including (e)
Identity of Issuer, Borrower, Maturity Date, Rate of Interest, Collateral, Current
(a) Lessor or Similar Party Par or Maturity Value Value
<S> <C> <C>
COMMON STOCKS:
AFLAC, Inc. 50 shares $ 2,359
AT&T Corp 230 shares 11,687
ATG, Inc. 100 shares 431
Abercrombie & Fitch Company 1,139 shares, Class A 30,398
Advanced Tissue Sciences, Inc. 100 shares 250
Albertsons, Inc. 500 shares 16,125
Allstate Corp. 500 shares 12,032
Amazon.Com, Inc. 100 shares 7,613
Amcast Industrial Corp. 1,000 shares 16,375
America Online, Inc. 3,189 shares 241,965
American Electric Power Co. 100 shares 3,213
American Management Systems, Inc. 200 shares 6,275
Andover.Net, Inc. 175 shares 6,234
Aviation Sales CC 100 shares 1,650
Bank One Corp. 1,377 shares 44,064
Bio Technology General Corp. 1,000 shares 15,250
Brightpoint, Inc. 600 shares 7,875
Bristol Myers Squibb 100 shares 6,419
CBRL Group, Inc. 100 shares 970
CK Witco Corp. 1,000 shares 13,375
CNF Transportation, Inc. 450 shares 15,525
CVS Corp. 100 shares 3,988
Cell Therapeutics, Inc. 324 shares 2,268
Chicago Title Corp. 100 shares 4,625
Chiquita Brands International, Inc. 750 shares 3,563
Ciena Corp. 100 shares 5,750
Cisco System, Inc. 4,362 shares 467,279
CitiGroup, Inc. 100 shares 5,569
Coca Cola Company 400 shares 23,300
Compaq Computer Co. 790 shares 21,380
Compuware Corp. 300 shares 11,175
ConAgra, Inc. 300 shares 6,806
Consolidated Freightways CRP 200 shares 1,588
Consolidated Graphics, Inc. 200 shares 2,988
Corel Corp. 400 shares 6,050
Creative Biomolecules, Inc. 2,500 shares 12,345
Daimlerchrysler AG ORD 50 shares 3,900
Dell Computer Corp. 1,246 shares 63,546
Delphi Automotive Systems 500 shares 7,875
Disney Walt Co. 1,000 shares 29,250
Dollar General Corp. 100 shares 2,275
* Party-in-interest.
Column (d) has been omitted because it is not applicable. (Continued)
</TABLE>
-8-
<PAGE> 11
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of Investment Including (e)
Identity of Issuer, Borrower, Including Maturity Date, Rate of Interest, Current
(a) Lessor or Similar Party Collateral, Par or Maturity Value Value
<S> <C> <C>
COMMON STOCKS (Continued):
E Loan, Inc. 250 shares $ 4,063
E M C Corp Mass 100 shares 10,925
E*Trade Group, Inc. 298 shares 7,785
Ericsson L M Tel Company 100 shares 6,569
Freddie Mac 100 shares 4,706
Federal Mogul Corp. 1,129 shares 22,721
F5 Networks, Inc. 400 shares 45,600
Fidelity National Financial, Inc. 300 shares 4,313
Finet Holdings Corp. 3,000 shares 3,843
First Union Corp 100 shares 3,294
Firstar Corp. 1,600 shares 33,800
Fonix Corp. 1,000 shares 280
Fort James Corp. 200 shares 5,475
General Electric Company 836 shares 129,371
Global Crossing Ltd. 300 shares 15,000
Hasbro, Inc. 700 shares 13,257
Healtheron Corp. 100 shares 3,750
Home Depot, Inc. 252 shares 17,325
Hot Topic, Inc. 100 shares 2,325
ICOS Corp. 300 shares 8,775
ISS Group, Inc. 200 shares 14,225
Imaging Tech Corp. 5,000 shares 2,815
Imclone System, Inc. 615 shares 24,369
Imaginon, Inc. 1,000 shares 4,125
Immunex Corp. 100 shares 10,950
Infocure Corp. 750 shares 23,391
Inkine Pharmaceutical Company, Inc. 1,000 shares 3,000
Intel Corp. 544 shares 44,778
International Business Machine 266 shares 28,695
Internet Capital Group, Inc. 220 shares 37,400
Iomega Corp. 7,430 shares 25,076
Ispat International NV 400 shares 6,450
12 Tech, Inc. 30 shares 5,850
Jacada Ltd. SHS 130 shares 3,624
Johnson & Johnson 790 shares 73,668
Kroger Company 100 shares 1,888
Estee Lauder Companies 100 shares, Class A 5,044
Lexmark International Group, Inc. 100 shares 9,050
Liposome, Inc. 300 shares 3,661
Lucent Tech, Inc. 570 shares 42,750
MCI Worldcom, Inc. 346 shares 18,360
MRV Communications 120 shares 7,545
McKesson HBOC, Inc. 235 shares 5,288
Medpartners, Inc. 500 shares, 6.50% PFD 3,969
Metromedia Fiber Network, Inc. 1,490 shares 71,428
* Party-in-interest.
Column (d) has been omitted because it is not applicable. (Continued)
</TABLE>
-9-
<PAGE> 12
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of Investment Including (e)
Identity of Issuer, Borrower, Maturity Date, Rate of Interest, Collateral, Current
(a) Lessor or Similar Party Par or Maturity Value Value
<S> <C> <C>
COMMON STOCKS (Concluded):
Microsoft Corp. 539 shares $ 62,929
Moore Corp. Ltd. 1,000 shares 6,063
Nabisco Group Holding 300 shares 3,188
Nanogen, Inc. 350 shares 7,656
Navisite, Inc. 100 shares 10,000
Network Appliance Corp. 120 shares 9,968
Nokia Corp 200 shares, Sponsored ADR 38,213
Northeast Utilities 1,000 shares 20,563
Oracle Corporation 275 shares 30,817
Pac-West Telecom, Inc. 20 shares 530
Parker Drillings CC 2,800 shares 8,926
Paxson Communications Corp. 500 shares 5,969
Paychex, Inc. 200 shares 8,000
Pfizer, Inc. 635 shares 20,598
Platinum Entertainment, Inc. 1,000 shares 2,500
Qualcomm, Inc. 160 shares 28,180
Qwest Comm. International, Inc. 400 shares 17,200
RF Micro Devices, Inc. 280 shares 19,162
* Reynolds & Reynolds Company 618 shares, Class A 13,905
Rhythms Netconnections Corp. 448 shares 13,888
Rite Aid Corp. 1,000 shares 11,125
Safeguard Scientific, Inc. 200 shares 32,600
Schlotzsky's, Inc. 200 shares 1,325
Schwab Charles Corp. 100 shares 3,825
Senior HSG PPTYS TR 30 shares 371
Shop At Home 670 shares 6,659
Siebel Systems, Inc. 200 shares 16,800
Sportmans Guide, Inc. 200 shares 500
Sterling Software, Inc. 200 shares 6,300
Stmicroelectronics N V 150 shares 22,716
Sun Microsystem, Inc. 380 shares 29,426
Suntrust Banks, Inc. 200 shares 13,763
Teleflex, Inc. 150 shares 4,697
3Com Corp. 120 shares 5,640
Triquint Semiconductor, Inc. 100 shares 11,125
Tyco International Ltd. 980 shares 38,220
USX Marathon Group 100 shares 2,469
US Oncology, Inc. 400 shares 1,975
United Parcel SVC Inc. 75 shares, Class B 5,175
Vodafone Group PLC 180 shares, Sponsored ADR 8,910
Wal-Mart Stores, Inc. 42 shares 2,903
Walgreen Company 200 shares 5,850
Wendy's International, Inc. 100 shares 2,081
Werner Enterprises, Inc. 300 shares 4,219
Xerox Corp. 755 shares 17,124
---------
Total Common Stocks 2,550,234
---------
* Party-in-interest.
Column (d) has been omitted because it is not applicable. (Continued)
</TABLE>
-10-
<PAGE> 13
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of Investment Including (e)
Identity of Issuer, Borrower, Maturity Date, Rate of Interest, Collateral, Current
(a) Lessor or Similar Party Par or Maturity Value Value
<S> <C> <C>
MONEY MARKET FUND -
* Invesco SSGA Money Market Fund, 1,107,769 shares $ 1,107,769
MUTUAL FUNDS:
Alliance Premier Growth Class A, 315 shares 11,509
Artisan International, 1,549 shares 44,149
The Brandywine Funds Brandywine Fund, 759,576 units 32,570,613
The Brandywine Funds Certus Fixed Income Fund, 8,861,855 units 96,328,364
The Brandywine Funds Pimco Capital Appreciation Fund, 2,520,687 units 62,689,478
Berger New General Retail, 373 shares 12,955
Montag & Caldwell Growth Fund, 348 shares 12,055
Davis New York Venture Class A, 70 shares 2,017
Fidelity Large Capital Stock, 4,402 shares 94,955
Spartan High Income, 1,622 shares 19,461
Fidelity Fund, 2,577 shares 109,807
Fidelity Emerging Growth, 2,373 shares 141,481
Fidelity Four-in-One Index, 1,643 shares 45,494
Fidelity Blue Chip Growth, 456 shares 27,407
Fidelity Dividend Growth, 2,787 shares 80,804
Select Technology, 307 shares 46,840
Select Development Communications, 87 shares 5,465
Select Biotechnology, 546 shares 36,677
Select Electronics, 1,016 shares 90,339
First Eagle Fund of America Class Y, 122 shares 2,502
Firsthand Technology Value, 748 shares 67,701
Harbor Capital Appreciation, 464 shares 23,476
The Internet Fund 51 shares 2,528
* Invesco Invesco Select Income Fund, 1,753,417 units 10,643,244
* Invesco Invesco Total Return Fund, 1,110,408 units 32,157,409
* Invesco IRT 500 Index Fund, 1,386,843 units 32,244,104
* Invesco IRT International Equity Fund, 1,581,761 units 55,171,819
* Invesco Franklin Small Capital I Fund, 106,116 units 13,099,480
* Invesco Technology, 515 shares 41,638
* Invesco Worldwide Communications, 3,105 shares 160,334
Jacob Internet, 1,711 shares --
Janus Fund, 4,785 shares 210,780
Janus Investment Growth & Income, 322 shares 13,520
Janus Investment Worldwide, 714 shares 54,547
Janus Global Technology, 3,898 shares 120,571
Janus Investment Equity Income, 2,879 shares 72,379
Janus Olympus, 1,276 shares 67,936
Janus Enterprise, 456 shares 34,982
Janus Investment Mercury, 4,195 shares 183,791
Janus Investment Balanced, 3,521 shares 82,350
* Party-in-interest.
Column (d) has been omitted because it is not applicable. (Continued)
</TABLE>
-11-
<PAGE> 14
THE REYNOLDS AND REYNOLDS COMPANY
TAX DEFERRED SAVINGS AND PROTECTION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of Investment Including (e)
Identity of Issuer, Borrower, Maturity Date, Rate of Interest, Collateral, Current
(a) Lessor or Similar Party Par or Maturity Value Value
<S> <C> <C>
MUTUAL FUNDS (Concluded):
Marsico Focus, 949 shares $ 22,245
Massachusetts Financial Services MFS Growth Opportunities Fund, 3,003,553 units 57,277,763
Massachusetts Financial Services MFS Investor Growth Fund, 1,314,389 units 26,721,537
Massachusetts Financial Services MFS Value Advisors Fund, 798,073 units 9,664,667
Munder Net Net Class C, 32 shares 2,378
Neuberger & Berman Management Fund Genesis Trust, 51,842 units 1,090,756
Neuberger & Berman Management Fund Guardian Trust, 690,295 units 9,760,776
Northeast Investors Growth Fund Inc., 140 shares 3,644
White Oak Growth Stock, 1,214 shares 74,188
Oppenheimer Main St., Inc & Growth Class A, 48 shares 2,021
Pilgrim Growth & Value Class B, 660 shares 14,475
Putnam Fund for Growth & Income Class A, 95 shares 1,785
Putnam Health Sciences Trust Class M, 143 shares 8,586
Putnam International Growth Class B, 488 shares 14,188
RS Emerging Growth, 820 shares 49,747
Renaissance IPO Plus Aftermarket, 854 shares 27,234
T Rowe Price Dividend Growth, 791 shares 15,982
T Rowe Price Science & Technology, 673 shares 42,884
Strong Growth & Income, 790 shares 22,630
Strong Government Securities Income, 2,412 shares 24,308
Thronburg Value Class A, 71 shares 2,219
Torray Fund 1,148 shares 50,846
Vanguard US Growth Portfolio, 375 shares 16,343
Vanguard Growth & Income, 438 shares 16,256
Vanguard Index Trust S&P 500 Port, 2,201 shares 297,817
Vanguard Total Stock Market, 3,585 shares 119,102
Vanguard Growth Index, 2,801 shares 110,439
Warburg Pincus Japan Growth, 339 shares 11,713
Weitz Value, 536 shares 17,728
Wilshire Target Large Company Growth Investment, 425 shares 18,508
-------------
Total Mutual Funds 442,327,726
-------------
OTHER:
HRPT Properties Trust 700 units 6,300
LTC Properties, Inc. 400 units 3,375
National Health 300 units 4,462
Regency Realty Corp. 300 units 6,000
-------------
Total Other 20,137
-------------
PARTICIPANT LOANS 8% - 10% 21,784,454
-------------
TOTAL $ 467,790,320
=============
* Party-in-interest.
Column (d) has been omitted because it is not applicable. (Concluded)
</TABLE>
-12-
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
THE REYNOLDS AND REYNOLDS
COMPANY TAX DEFERRED SAVINGS
AND PROTECTION PLAN
/s/ Dale L. Medford
------------------------------------------
Dale L. Medford, Vice President, Corporate
Finance and Chief Financial Officer
Dated: June 28, 2000
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