The Reynolds and Reynolds Company Adopts New Shareholders Rights Plan To Replace Expiring Rights Plan

Apr 18, 2001, 01:00 ET from Reynolds and Reynolds Company

    DAYTON, Ohio, April 18 /PRNewswire/ -- The Reynolds and Reynolds Company
 (NYSE:   REY) today announced that its board of directors has adopted a new
 shareholders' rights plan to replace the previous plan, which has been in
 effect since May 6, 1991 and is to expire in accordance with its terms on
 May 6, 2001. The new plan, like the previous plan, is intended to provide
 certain rights to Reynolds and Reynolds' shareholders in the event that the
 Company becomes the target of coercive or unfair takeover tactics. Its
 adoption is not in response to any known effort to acquire control of the
 Company.
     Under the terms of the plan, preferred share purchase Rights will be
 distributed as a dividend at the rate of one Right for each outstanding Class
 A Common Share of the Company and one-twentieth of a Right for each
 outstanding Class B Common Share of the Company. The distribution will be made
 to shareholders of record as of the close of business on May 6, 2001.
 Under the plan, the Rights would be exercisable if any person or group
 acquires 15 percent or more of the Company's outstanding Class A Common Shares
 (20 percent for certain shareholders who report beneficial ownership on
 Schedule 13G under the Securities Exchange Act of 1934). In that event, each
 registered holder of the Company's Common Shares, other than the 15% person or
 group, would be entitled to purchase one Unit consisting of one one-thousandth
 of a share of the Company's Series B Participating Preferred Shares, without
 par value, at a price of $105.00, subject to adjustment under certain
 circumstances.
     The new Rights are redeemable under certain circumstances at $.01 per
 right and will expire, unless earlier redeemed, on May 6, 2011. The terms of
 the Rights and the Rights Agreement are outlined in a letter and related
 Summary of Rights that will be mailed to shareholders shortly after the
 May 6, 2001 record date for distribution of the Rights.
 
     Reynolds and Reynolds, headquartered in Dayton, Ohio, is the leading
 provider of integrated information management solutions to the automotive
 retailing marketplace. The company's services include a full range of retail
 and enterprise management systems, networking and support, e-business
 applications, Web services, learning and consulting services, customer
 relationship management solutions, document management and leasing services.
 To find out more about the company, its vision, products and services, visit
 http://www.reyrey.com.
 
 

SOURCE Reynolds and Reynolds Company
    DAYTON, Ohio, April 18 /PRNewswire/ -- The Reynolds and Reynolds Company
 (NYSE:   REY) today announced that its board of directors has adopted a new
 shareholders' rights plan to replace the previous plan, which has been in
 effect since May 6, 1991 and is to expire in accordance with its terms on
 May 6, 2001. The new plan, like the previous plan, is intended to provide
 certain rights to Reynolds and Reynolds' shareholders in the event that the
 Company becomes the target of coercive or unfair takeover tactics. Its
 adoption is not in response to any known effort to acquire control of the
 Company.
     Under the terms of the plan, preferred share purchase Rights will be
 distributed as a dividend at the rate of one Right for each outstanding Class
 A Common Share of the Company and one-twentieth of a Right for each
 outstanding Class B Common Share of the Company. The distribution will be made
 to shareholders of record as of the close of business on May 6, 2001.
 Under the plan, the Rights would be exercisable if any person or group
 acquires 15 percent or more of the Company's outstanding Class A Common Shares
 (20 percent for certain shareholders who report beneficial ownership on
 Schedule 13G under the Securities Exchange Act of 1934). In that event, each
 registered holder of the Company's Common Shares, other than the 15% person or
 group, would be entitled to purchase one Unit consisting of one one-thousandth
 of a share of the Company's Series B Participating Preferred Shares, without
 par value, at a price of $105.00, subject to adjustment under certain
 circumstances.
     The new Rights are redeemable under certain circumstances at $.01 per
 right and will expire, unless earlier redeemed, on May 6, 2011. The terms of
 the Rights and the Rights Agreement are outlined in a letter and related
 Summary of Rights that will be mailed to shareholders shortly after the
 May 6, 2001 record date for distribution of the Rights.
 
     Reynolds and Reynolds, headquartered in Dayton, Ohio, is the leading
 provider of integrated information management solutions to the automotive
 retailing marketplace. The company's services include a full range of retail
 and enterprise management systems, networking and support, e-business
 applications, Web services, learning and consulting services, customer
 relationship management solutions, document management and leasing services.
 To find out more about the company, its vision, products and services, visit
 http://www.reyrey.com.
 
 SOURCE  Reynolds and Reynolds Company