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As filed with the Securities and Exchange Commission on April 10, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: April 10, 2000
(Date of earliest event reported)
THE REYNOLDS AND REYNOLDS COMPANY
(Exact name of registrant as specified in the charter)
Ohio 1-10147 31-0421120
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
115 South Ludlow Street
Dayton, Ohio 45402
(Address of Principal Executive Offices)
(937) 485-2000
(Registrant's telephone number including area code)
n/a
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Pursuant to Form 8-K General Instruction F, the Registrant hereby
incorporates by reference the press release attached hereto as Exhibit 99.
SIGNATURE
Pursuant to the requirements of the Securities and 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
/s/ Adam M. Lutynski
Adam M. Lutynski, General Counsel and Secretary
Dated: April 10, 2000
EXHIBITS
99 Press Release dated April 10, 2000
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EXHIBIT 99
REYNOLDS AND REYNOLDS TO SELL OR SPIN OFF
ITS DOCUMENT SERVICES BUSINESS
COMPANY TO FOCUS ON GROWING $800 MILLION AUTOMOTIVE SOLUTIONS BUSINESS
Live webcast of 9:00 a.m.EST conference call available through
http://www.streetfusion.com.
Audio conference call replay number (402)998-0107
DAYTON, Ohio, April 10, 2000 -- The Reynolds and Reynolds Company
(NYSE: REY) announced today that it has engaged the services of Credit Suisse
First Boston to sell or spin off its Information Solutions Group (ISG), the
company's document services business. ISG reported revenues of over $730 million
in fiscal 1999. The company intends to complete a transaction within the next
three to six months.
"Reynolds has built two great businesses, ISG and our automotive
solutions business, with two very different missions," said David R. Holmes,
chairman and CEO. "We believe pursuing strategic and clarified strategies will
allow both businesses to more aggressively leverage their strong positions and
market presence."
The Information Solutions Group is achieving double-digit growth and
strong profitability with the industry's highest customer satisfaction and
return on net assets. The business has been consistently strengthened through
acquisitions and aggressive actions to evolve from a business forms manufacturer
to a document services and eCRM business.
"At the same time, we've built a powerful franchise with our automotive
solutions business, where we are transforming automotive retailing with a
rapidly growing suite of information management, customer relationship
management and e-business solutions. We'll continue to expand our leadership
position in automotive retailing through acquisitions, joint ventures and
alliances," Holmes said.
"Selling ISG to a strategic buyer, a financial buyer, or spinning it
off, will allow the business to respond even more aggressively to the
opportunities associated with its $40 billion marketplace. It will also provide
a clearer focus for customers and investors.
"With the sale or spin off, we'll have a laser-sharp focus on
unleashing the value we plan to create in the automotive retailing value net.
We're reinventing this company to act more quickly and accelerate our speed to
market, with emphasis on growth and innovation. The automotive marketplace is
one of the largest and most complex in the world, and is poised for a major
transformation. It is Reynolds'
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intent to be the leader in this change, helping retailers master the Internet to
become more sophisticated enterprises in the years ahead," Holmes said.
The company cautioned that any transaction remains subject to board and
regulatory approval and that assurances as to the occurrence, timing or details
of any transaction, or the impact on the company could not be given at the
present time.
Reynolds and Reynolds, headquartered in Dayton, Ohio, is a leading
provider of integrated information management systems and related value-added
services to automotive and general business markets. The company reported
revenues of $1.56 billion for the fiscal year ended Sept. 30, 1999. For more
information on Reynolds and Reynolds, visit www.reyrey.com or call The Reynolds
and Reynolds Information Hotline at 1-888-4REYREY.
Certain statements in this news release 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 or to be made by or on behalf of the company may
be identified by the use of words such as "expects," "anticipates," "intends,"
"plans," "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.
Actual outcomes and results may differ materially from what is expressed,
forecasted or implied in the forward-looking statements. 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 February 9, 2000, which we incorporate
herein by reference. The company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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CONTACT:
MEDIA INVESTORS
Paul Guthrie Mitch Haws
937.485.4216 937.485.4460
[email protected] [email protected]
