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Reynolds and Reynolds Shareholders Approve Merger with Universal Computer Systems

Houston, TX – Universal Computer Systems Holding, Inc. announced that the shareholders of The Reynolds and Reynolds Company (NYSE:REY) approved the merger agreement with Universal Computer Systems, Inc., at a special meeting of shareholders held yesterday in Dayton, Ohio.
 
Based on preliminary results announced at the meeting, more than 87 percent of the outstanding combined shares of Class A Common stock and Class B Common stock that were eligible to vote were voted in favor of the transaction.
 
Completion of the transaction, which remains subject to customary closing conditions as described in the merger agreement, is expected to occur this Thursday.
 
As announced on August 8, 2006, under the terms of the merger agreement, holders of Reynolds' Class A Common stock will receive $40 per share in cash. The transaction is valued at approximately $2.8 billion, including the assumption of Reynolds' debt.
 
The merged companies will continue to be named The Reynolds and Reynolds Company, with the products and services of both Reynolds and UCS marketed under the Reynolds brand. Reynolds will continue to have headquarters and principal operations in Dayton, Ohio. 
 
Finbarr O’Neill, current President/CEO of Reynolds will become Vice Chairman – Office of the CEO after the merger takes place.  Robert Brockman will become Chairman – Office of the CEO.
 
About UCS
Universal Computer Systems, (UCS) Inc., based in Houston, Texas, supplies comprehensive ERP software solutions designed to meet the needs of automobile dealerships nationwide and in the UK.  UCS also has offices in College Station, Texas, and Birmingham, England. 
 
Celebrating its 36th year in the DMS business, UCS has built a reputation as being the industry leader in innovation. UCS offers LAN-based architecture, while providing the most integrated suite of PC-based software applications available for dealerships. The UCS software suite includes accounting, payroll, accounts payable, cash receipts, HR, parts inventory, service scheduling, service invoicing, vehicle inventory, finance and insurance, and CRM solutions.  UCS also manufactures continuous business forms such as invoices, accounts payable checks, repair orders, cash receipts, and payroll checks for use with its software.
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