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

    DAYTON, Ohio, April 18 The Reynolds and Reynolds Company
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.