Update: Reynolds and Reynolds Solicits Consents and Waivers From Holders of 7% Notes Due December 15, 2006
01 Fevereiro 2006 - 2:00PM
PR Newswire (US)
Note: The news release below, originally issued at 9:13 am Feb. 1,
2006, has been corrected to reflect a record date of Jan. 31, 2006,
in the third paragraph. The original release indicated a record
date of Jan. 30, 2006. DAYTON, Ohio, Feb. 1 /PRNewswire-FirstCall/
-- The Reynolds and Reynolds Company (NYSE:REY) announced today
that it has commenced a solicitation of consents from holders of
its outstanding $100.0 million principal amount of 7% Notes due
December 15, 2006 (the "Notes"). The solicitation is for the
amendment and waiver of certain reporting requirements in the
indenture for the Notes in connection with the company's previously
announced delay in the filing of its annual report on Form 10-K for
the fiscal year ended September 30, 2005, its Form 10-Q for the
quarter ended December 31, 2005 and its 2006 annual meeting of
shareholders. The purpose of the proposed amendment and waiver is
to permit Reynolds to extend to September 15, 2006 its obligation
under the indenture to file with the indenture trustee and the
Securities and Exchange Commission annual and quarterly reports.
The solicitation also provides for a waiver of all defaults under
the indenture's reporting requirements through the completion of
the solicitation. The record date for the solicitation is January
31, 2006. The proposed amendment and waiver require the consent of
holders of a majority in principal amount of the Notes outstanding.
In consideration for the consents from the holders of the Notes,
upon the terms and subject to the conditions of the solicitation,
Reynolds will pay to each record holder $1.25 for each $1,000 in
principal amount of the Notes as to which Reynolds has received
consents on or prior to the expiration of the solicitation from
such record holder. This initial consent payment will be made on
the business day following the expiration of the solicitation, or
as promptly as practicable thereafter. In addition, if Reynolds has
not filed its annual report on Form 10-K for the fiscal year ended
September 30, 2005 by 5:30 p.m., New York City time, on June 15,
2006, the company will pay to each record holder who was entitled
to receive the initial consent payment an additional $1.25 for each
$1,000 in principal amount of the Notes as to which Reynolds has
received consents on or prior to the expiration of the
solicitation. This additional consent payment will be made, if
applicable, on June 16, 2006, or as promptly as practicable
thereafter. The solicitation will expire at 5:00 p.m., New York
City time, on February 8, 2006, unless extended. Reynolds will
announce any extensions by press release no later than 9:00 a.m.,
New York City time, on February 9, 2006. Note holders may deliver
their consents at any time on or prior to the expiration date. The
solicitation is subject to certain conditions and presents certain
risks, as set forth more fully in the solicitation statement. These
documents contain important information, and holders should read
them carefully before making any decision with respect to the
solicitation. Reynolds has retained J.P. Morgan Securities Inc. to
serve as the solicitation agent for the solicitation, and Global
Bondholder Services Corporation to serve as the information agent.
Copies of the solicitation statement and related documents may be
obtained at no charge by contacting the information agent by
telephone at (866) 470- 4300 (toll-free) or (212) 430-3774, or in
writing at 65 Broadway - Suite 704, New York, NY 10006. Questions
regarding the solicitation may be directed to J.P. Morgan
Securities Inc. at (866) 834-4666 (toll-free) or (212) 834-4802
(collect). This announcement is not a solicitation of consents with
respect to the Notes. The solicitation is being made solely by the
solicitation statement and the related consent letter. In any
jurisdiction where the laws require solicitations to be made by a
licensed broker or dealer, the solicitation will be deemed to be
made on behalf of Reynolds by the solicitation agent, or one or
more registered broker dealers under the laws of such jurisdiction.
Cautionary Notice Regarding Forward-Looking Statements Certain
statements contained herein 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 by the company may be identified by the use of
words such as "may have to," "expects," "intends," "plans,"
"anticipates," "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, including the newly
scheduled date for the company's annual meeting; changes in
accounting policy or restatements of annual or quarterly financial
statements as a result of the revenue recognition policy review, or
as a result of the company's responses to accounting comments from
the SEC Staff; the timing and substance of the resolution of the
company's revenue recognition policy review and of outstanding SEC
comments which may result in changes, that, individually or in the
aggregate, may be material to the company's financial condition,
results of operations or liquidity; the type and number of changes
to the company's revenue recognition policy and the time and
documentation necessary to implement such changes in order to
prepare and have audited financial statements; whether a
restatement will be required for any matter other than revenue
recognition or auction rate securities or the two-class method of
earnings per share; the nature, timing and amount of any
restatement or other adjustments; the company's ability to make
timely filings of its required periodic reports under the
Securities Exchange Act of 1934; the effect of any restatement or a
further delay of the company's annual meeting of shareholders for
2006, the listing of the company's common stock on the New York
Stock Exchange, the funding availability under the company's credit
facilities or upon outstanding debt obligations; the company's
ability to secure necessary waivers from lenders for the delay in
filing its Form 10-K; the company's ability to maintain adequate
cash balances for operating and for debt defeasance; any adverse
response of any of the company's vendors, customers, media and
others relating to the delay or restatement of the company's
financial statements and accounting processes, policies and
procedures, and additional uncertainties related to accounting
issues. Actual outcomes and results may differ materially from what
is expressed, forecasted or implied in any forward-looking
statement. The company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. 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 November 3, 2004. About Reynolds
Reynolds and Reynolds (http://www.reyrey.com/) helps automobile
dealers sell cars and take care of customers. Serving dealers since
1927, it is the leading provider of dealer management systems in
the U.S. and Canada. The Company's award-winning product, service
and training solutions include a full range of retail Web and
Customer Relationship Management solutions, e-learning and
consulting services, documents, data management and integration,
networking and support and leasing services. Reynolds serves
automotive retailers and OEMs globally through its incadea solution
and a worldwide partner network, as well as through its consulting
practice. First Call Analyst: FCMN Contact:
michelle_zendah@reyrey.com DATASOURCE: The Reynolds and Reynolds
Company CONTACT: Media, Mark Feighery, +1-937-485-8107, or , or
Investors, John E. Shave, +1-937-485-1633, or , both of The
Reynolds and Reynolds Company Web site: http://www.reyrey.com/
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