11-K 1 e11-k.txt THE REYNOLDS AND REYNOLDS COMPANY 11-K 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) 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 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 4 THE REYNOLDS AND REYNOLDS COMPANY TAX DEFERRED SAVINGS AND PROTECTION PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 --------------------------------------------------------------------------------
ASSETS 1999 1998 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 ============ ============
See notes to financial statements. -2- 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 --------------------------------------------------------------------------------
1999 1998 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 ============ ============
See notes to financial statements. -3- 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- 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- 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:
December 31, 1999 December 31, 1998 -------------------------- ---------------------------- NUMBER CONTRACT NUMBER CONTRACT OF OR FAIR OF OR FAIR SHARES VALUE SHARES VALUE 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
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- 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- 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 --------------------------------------------------------------------------------
(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 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)
-8- 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 --------------------------------------------------------------------------------
(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 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)
-9- 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 --------------------------------------------------------------------------------
(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 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)
-10- 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 --------------------------------------------------------------------------------
(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 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)
-11- 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 --------------------------------------------------------------------------------
(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 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)
-12- 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 -13-