Reynolds & Reynolds Co – ‘S-3’ on 2/19/99

As of:  Friday, 2/19/99   ·   Accession #:  950152-99-1254   ·   File #:  333-72639

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         The Reynolds and Reynolds Company Form S-3            12     52K 
 2: EX-4.A      Instrument Defining the Rights of Security Holders     2     12K 
 3: EX-5        Opinion re: Legality                                   1      6K 
 4: EX-23       Consent of Experts or Counsel                          1      5K 

S-3   —   The Reynolds and Reynolds Company Form S-3
Document Table of Contents

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 As filed with the Securities and Exchange Commission on February 19, 1999
                                                      Registration No. 333-_____
------------------------------------------------------------------------------- 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 THE REYNOLDS AND REYNOLDS COMPANY
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation or organization)

31-0421120
(I.R.S. Employer Identification No.)

 115 South Ludlow Street
Dayton, Ohio 45402
(937) 485-2000
 (Address, including zip code, and telephone number,
 including area code, of registrant's principal executive offices)

ADAM M. LUTYNSKI, ESQ.
 The Reynolds and Reynolds Company
 115 South Ludlow Street
Dayton, Ohio 45402
(937) 485-2000
 (Name, address, including zip code, and telephone
number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:                

As soon as practicable after the effective date of the Registration Statement   

If the only securities being registered on this Form are being offered pursuant 
to dividend or interest reinvestment plans, please check the following box. [ ] 

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. [ ]                               

If the Form is a post-effective amendment filed pursuant to Rule 462(c) under   
the Securities Act, check the following box and list the Securities Act         
registration number of the earlier effective registration statement for the same
offering. [ ]                                                                   

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box. [ ]                                             

                                                        [Enlarge/Download Table]

                                                 Calculation of Registration Fee                                        
------------------------------------------------------------------------------------------------------------------------
  Title of each class         Amount to be          Proposed maximum        Proposed maximum            Amount of       
  of securities to be          registered          offering per unit*      aggregate offering       registration fee*   
      registered                                                                  price                                 
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
    Class A Common               87,814                 $20.125                $1,767,257.00              $492.00       
 Shares, no par value                                                                                                   
------------------------------------------------------------------------------------------------------------------------

* Calculated pursuant to Section 6 of the Securities Act of 1933, as amended,   
and Rule 457(c) promulgated thereunder based upon the average of the high and   
low prices of the Class A Common Shares, no par value, on the New York Stock    
Exchange on February 16, 1999, as reported in The Wall Street Journal.          

       The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant   
shall file a further amendment which specifically states that this registration 
statement shall thereafter become effective in accordance with section 8(a) of  
the Securities Act of 1933 or until the registration statement shall become     
effective on such date as the Commission, acting pursuant to said section 8(a), 
may determine.                                                                  

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 THE REYNOLDS AND REYNOLDS COMPANY
 115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
(937) 485-2000

87,814 Class A Common Shares
(no par value)

       Two of our shareholders, Victor J. Osborne, Jr. and Steven A. Thomas,
are offering for sale 87,814 shares of our Class A Common Stock under this      
Prospectus. Each share of common stock includes a right to purchase a unit      
consisting of one one-thousandth (.001) of a share of our Series A Participating
Preferred Shares, no par value, at a price of $80 per unit, subject to certain  
adjustments. Since May 17, 1991, we have issued one right with each share of    
common stock that becomes outstanding.                                          

     The selling shareholders may offer their common stock for sale from
time to time on the New York Stock Exchange or in the over-the-counter market at
the prevailing market prices. Our common stock is listed on the New York Stock  
Exchange under the symbol "REY." The reported closing price of our common stock 
on the New York Stock Exchange on February 16, 1999 was $20.31 per share. We    
will not receive any portion of the proceeds from sales made under this         
Prospectus.                                                                     

   The selling shareholders have not entered into any arrangement or
agreements with any broker or dealer for the offering or sale of their common   
stock. In any transaction, a selling shareholder may be deemed an "underwriter" 
as defined in the Securities Act of 1933, as amended.                           

 -------------------------

     Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this 
Prospectus. Any representation to the contrary is a criminal offense.           

------------------------- 

 This Prospectus is dated February 19, 1999.

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 ABOUT THE REYNOLDS AND REYNOLDS COMPANY

         We are a leading information management company. We operate principally
in two business segments: the Automotive Division and the Business Systems      
Division. Our Automotive Division is North America's leading provider of        
information management solutions to automotive retailers. We provide to         
automotive retailers a comprehensive array of systems, services, support        
programs, and a complete range of business forms and document management        
capabilities. Our Business Systems Division provides comprehensive document     
management outsourcing services and tailored systems solutions. We offer to our 
customers: (1) applied document solutions, including business forms, laser print
solutions, labels, digital printing and mailers; (2) document management        
services including outsourcing document storage, fulfillment services, flexible 
billing and reporting, records management and distribution; and (3) electronic  
document solutions including business process consulting, electronic forms,     
document automation solutions, electronic printing, mailing services and other  
business communication services.                                                

       Our principal offices are located at 115 South Ludlow Street, Dayton,
Ohio 45402 and our general telephone number is (937) 485-2000.                  

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file with the SEC at the SEC's public reference rooms      
located at: Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 7  
World Trade Center, New York, New York 10048; and 500 West Madison Street,      
Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further      
information regarding the public reference rooms. Our SEC filings are also      
available to the public on the website maintained by the SEC at                 
"http://www.sec.gov." Our Class A Common Stock is listed on the New York Stock  
Exchange and reports, proxy and information statements, and other information   
concerning us can be inspected at the exchange located at 20 Broad Street, New  
York, New York 10005.                                                           

         The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by       
referring you to those documents. The information incorporated by reference is  
considered to be part of this Prospectus, and later information filed with the  
SEC will update and supersede this information. The documents listed below and  
any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until this offering of shares is terminated 
comprise the incorporated documents:                                            

   (a)      Our Annual Report on Form 10-K for the fiscal year ended
               September 30, 1998 which was filed with the SEC on December
28, 1998;                                   

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         (b)      Our Quarterly Report on Form 10-Q for the fiscal quarter ended
                  December 31, 1998 which was filed with the SEC on February 12,
1999;                                       

 (c)      Our Current Report on Form 8-K dated November 9, 1998;

(d)      The description of our common stock set forth in our 
                 Registration Statement on Form 8-A/A which was filed with the
SEC on October 20, 1998; and                

         (e)      The description of the rights to purchase a unit consisting of
               one one-thousandth of a share of our Series A Participating
               Preferred Shares set forth in our Registration Statement on
         Form 8-A which was filed with the SEC on May 8, 1991.

        Upon request, we will provide to you, without charge, a copy of any or
all of the documents incorporated by reference in this document other than      
exhibits to those documents, unless the exhibits are specifically incorporated  
by reference in those documents. Your request for copies should be directed to  
115 South Ludlow Street, Dayton, Ohio 45402, Attention: Mr. Adam M. Lutynski,   
General Counsel and Secretary, or contact us by telephone at: (937) 485-2000.   

SELLING SHAREHOLDERS

   On March 31, 1995, we executed an Acquisition Agreement Among The
Reynolds and Reynolds Company, Pioneer Systems, Inc., Victor J. Osborne, Jr. and
Steven A. Thomas to acquire substantially all of the assets of Pioneer Systems, 
Inc., a Florida corporation ("Pioneer"). Pioneer provides customized service    
menu pricing guides to automobile dealerships. The purchase price for Pioneer's 
assets was $900,000. We paid the purchase price by delivering to Pioneer 33,235 
shares of our Class A Common Stock at the closing of the transaction. The       
resales of these shares are covered by Registration Statement No. 33-59617 on   
Form S-3 filed with the SEC on May 25, 1995.                                    

       Pursuant to the Acquisition Agreement, each year for a period of four
years following the closing, we are required to deliver to the selling          
shareholders additional shares of our Class A Common Stock. The number of shares
to be delivered to the selling shareholders each year is based on the past      
year's performance of the acquired business. To date, we have delivered to the  
selling shareholders the following:                                             

-        During the first year we evaluated the performance of the acquired     
   business, we delivered an additional 44,220 shares to the selling
 shareholders. These shares were registered for resale under the
         Registration Statement No. 333-18585 filed with the SEC on December 23,
1996.                                                         

-        During the second year we evaluated the performance of the acquired    
    business, we delivered an additional 103,374 shares to the selling
shareholders. These shares were registered for                

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      resale under the Registration Statement No. 333-41983 filed with the
SEC on December 11, 1997.                                     

       The 87,814 shares being registered for resale under this Registration
Statement represent those shares that we delivered to the selling shareholders  
during the third year we evaluated the performance of the acquired business.    

       The table below sets forth certain information concerning the selling
shareholders, including the number of shares each desires to sell.              

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------
               SELLING SHAREHOLDER                  NUMBER OF SHARES                  NUMBER OF SHARES 
                                                    OWNED PRIOR TO THIS                 BEING OFFERED  
                                                    OFFERING                                           
-------------------------------------------------------------------------------------------------------
                                                                                                       
Victor J. Osborne, Jr. (1)                              43,907                            43,907       
         2337 Deerfield Drive                                                                          
         Morristown, TN 37813                                                                          
-------------------------------------------------------------------------------------------------------
Steven A. Thomas (2)                                    43,907                            43,907       
         37421 Skyridge Circle                                                                         
         Dade City, FL 33525                                                                           
-------------------------------------------------------------------------------------------------------

1. Victor J. Osborne, Jr. was a Director and President of Pioneer for more than 
three years. Mr. Osborne now serves as an Operations Manager for The Reynolds   
and Reynolds Company.                                                           

2. Steven A. Thomas was a Director and the Vice President and Secretary of      
Pioneer for more than three years. Mr. Thomas served as a General Manager for   
The Reynolds and Reynolds Company until March 1997, and then, he served as a    
consultant to us until March 1998.                                              

 USE OF PROCEEDS

      We will not receive any proceeds from sales of the shares offered by
this Prospectus. We have agreed to pay all expenses of registering the shares   
under the Securities Act on behalf of the selling shareholders. The selling     
shareholders will pay brokerage fees or commissions incurred in connection with 
selling their shares, as well as any federal or state income taxes on the       
proceeds of any such resale.                                                    

PLAN OF DISTRIBUTION

       The selling shareholders have informed us that they desire to be in a
position to sell their shares from time to time on the New York Stock Exchange  
or in the over-the-counter market, in one or more transactions, at the          
prevailing market prices. The selling shareholders have not entered into any    
arrangements or agreements with any broker or dealer for the offering or sale of
their shares nor                                                                

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have they entered into any off-market negotiated transactions. Our registration 
of the shares does not necessarily mean that the selling shareholders will sell 
all or any portion of their shares.                                             

 LEGAL OPINION

        For purposes of this offering, Douglas M. Ventura, Esq., our Associate
General Counsel and Assistant Secretary, is giving his opinion of the validity  
of the shares.                                                                  

 EXPERTS

        The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from our Annual Report on Form 10-K
for the year ended September 30, 1998 have been audited by Deloitte & Touche    
LLP, independent auditors, as stated in their report, which is incorporated     
herein by reference, and have been so incorporated in reliance upon the report  
of such firm given upon their authority as experts in accounting and auditing.  

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.          OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                   

        The following table sets forth the estimated fees and expenses payable
by us in connection with the registration of the shares to be sold by the       
selling shareholders. None of these expenses will be borne by the selling       
shareholders:                                                                   

Securities and Exchange Commission Registration Fee   $   492 
Accountants' fees and expenses                        $ 2,000*
Legal fees and expenses                               $ 2,000*
Financial printer fees                                $   500*
                                                     -------
        Total                                        $ 4,992
* Estimated                                                   

 The selling shareholders will pay brokerage fees or commissions
incurred in connection with the resale of the registered securities, as well as 
any federal or state income taxes on the proceeds of any such resale.           

ITEM 15.          INDEMNIFICATION OF DIRECTORS AND OFFICERS                     

 Pursuant to Section 1701.13(E) of the Ohio Revised Code, we are
permitted to indemnify any of our directors, officers, employees or agents      
against costs and expenses incurred in connection with any action, suit or      
proceeding brought against any such person by reason of his/her having served us
in such capacity, provided that he/she meets certain "good faith" tests provided
by law, and provided further that, with respect to suits brought on behalf of   
us, he/she is not adjudged to be liable for negligence or misconduct unless the 
relevant court finds indemnification to be nevertheless appropriate in view of  
all the circumstances. The statute also provides that in the event an officer or
director has been successful on the merits in defense of any such action, suit  
or proceeding, such officer or director shall be indemnified by us against      
actual and reasonable expenses in connection therewith.                         

       Article Ninth of our Amended Articles of Incorporation provides that,
as more specifically set forth in our Consolidated Code of Regulations, we may  
provide to any of our directors, officers, other employees or agents or any     
person who serves at our request as a director, trustee, other employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,  
the maximum indemnification permitted under Section 1701.13(E) of the Ohio      
Revised Code, including amendments thereto, or any comparable provisions of any 
future Ohio statute.                                                            

    Paragraph B of Section 1 of Article IX of our Consolidated Code of
Regulations provides for indemnification of our directors, officers and         
employees, and persons who, at our request, act as                              

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a director, trustee, officer, employee or agent of another corporation,         
partnership, joint venture, trust or other enterprise, against expenses actually
and reasonably incurred in connection with any action as to which he/she was or 
is or may be made a party by reason of his/her acting in such capacity,         
involving a matter as to which it shall be determined, as provided therein, that
he/she acted in good faith and in a manner he/she reasonably believed to be in  
or not opposed to our best interests, and, with respect to any criminal matter  
or proceeding, in addition, that he/she had no reasonable cause to believe that 
his/her conduct was unlawful; provided, however, that in the case of an action  
by us or on our behalf to procure a judgment in our favor, no such              
indemnification shall be made in respect of any claim, issue or matter as to    
which such person shall have been adjudged liable for negligence or misconduct  
in the performance of his/her duty to us unless, and only to the extent that,   
the Court of Common Pleas or other court where such action was brought shall    
determine such indemnification to be proper.                                    

ITEM 16.                   EXHIBITS                                             

See Exhibit Index on page II-6.                               

ITEM 17.                   UNDERTAKINGS                                         

(a)      The undersigned registrant hereby undertakes:        

                (1)      To file, during any period in which offers or sales
                        are being made, a post-effective amendment to this
registration statement:   

                  (i)    To include any prospectus required by
                             Section 10(a)(3) of the Securities Act of
1933;       

                      (ii)   To reflect in the Prospectus any facts or
                                  events arising after the effective date of the
                              registration statement (or the most recent
                            post-effective amendment thereof) which,
                                 individually or in the aggregate, represent a
                             fundamental change in the information set
                            forth in the registration statement; and

                     (iii)  To include any material information with
                           respect to the plan of distribution not
                            previously disclosed in the registration
                            statement or any material change to such
                              information in the registration statement.

                      Provided, however, that paragraphs (a)(1)(i) and
                         (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                       paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the registrant
                    pursuant to Section 13 or Section 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                  by reference in this registration statement.

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               (2)      That, for the purpose of determining any liability
                 under the Securities Act of 1933, each such
                          post-effective amendment shall be deemed to be a new
                       registration statement relating to the securities
                          offered therein, and the offering of such securities
                         at that time shall be deemed to be the initial bona
fide offering thereof.    

      (3)      To remove from registration by means of a
                          post-effective amendment any of the securities being
                          registered which remain unsold at the termination of
the offering.             

 (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
          of 1933, each filing of the registrant's annual report
                pursuant to Section 13(a) or Section 15(d) of the Securities
                 Exchange Act of 1934 that is incorporated by reference in the
      registration statement shall be deemed to be a new
             registration statement relating to the securities offered
             therein, and the offering of such securities at that time
                 shall be deemed to be the initial bona fide offering thereof.

       (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
             and controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
              advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In the
       event that a claim for indemnification against such
            liabilities (other than the payment by the registrant of
       expenses incurred or paid by a director, officer or
                  controlling person of the registrant in the successful defense
          of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
               securities being registered, the registrant will, unless in
             the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate
                jurisdiction the question whether such indemnification by it
                is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration   
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Dayton, State of Ohio, on February 19, 1999.         

                         THE REYNOLDS AND REYNOLDS COMPANY

                    By    /s/  David R. Holmes
                                      ----------------------------------------
                                     David R. Holmes, Chairman of the Board,
                                   President and Chief Executive Officer
                           (Principal Executive Officer)

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 POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David R. Holmes and Adam M. Lutynski, and
each of them, his true and lawful attorneys-in-fact and agents, with full power 
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all future amendments to this           
Registration Statement and to file the same, with all exhibits thereto, and     
other documents in connection therewith, with the Securities and Exchange       
Commission, granting unto said attorneys-in-fact and agents, and each of them,  
full power and authority to do and perform each and every act and thing and     
purposes as he might or could do in person, hereby ratifying and confirming all 
that said attorneys-in-fact and agents, or any of them, or their or his         
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]
                                                                                                  
 /s/  David R. Holmes                                                            February 19, 1999
------------------------------------------------------------------------                          
David R. Holmes, Chairman of the Board, President                                                 
and Chief Executive Officer (Principal Executive Officer) and Director                            

 /s/  Dale L. Medford                                                            February 19, 1999
--------------------------------------------------------------------------                        
Dale L. Medford, Vice President, Corporate Finance and Chief                                      
Financial Officer (Principal Financial and Accounting Officer)                                    
and Director                                                                                      

 /s/  Dr. David E. Fry                                                           February 19, 1999
----------------------------------------------------------------------------                      
Dr. David E. Fry, Director                                                                        

 /s/  Richard H. Grant, III                                                      February 19, 1999
-----------------------------------------------------------------------------                     
Richard H. Grant, III, Director                                                                   

 /s/  Gayle B. Price, Jr.                                                        February 19, 1999
-------------------------------------------------------------------------------                   
Gayle B. Price, Jr., Director                                                                     

 /s/  James L. Arthur                                                            February 19, 1999
------------------------------------------------------------------------------                    
James L. Arthur, Director                                                                         

 /s/  Allan Z. Loren                                                             February 19, 1999
-------------------------------------------------------------------------------                   
Allan Z. Loren, Director                                                                          

 /s/  Philip A. Odeen                                                            February 19, 1999
-----------------------------------------------------------------------------                     
Philip A. Odeen, Director                                                                         

 /s/  Donald K. Peterson                                                         February 19, 1999
---------------------------------------------------------------------------                       
Donald K. Peterson, Director                                                                      

 /s/  Cleve L. Killingsworth, Jr.                                                February 19, 1999
-------------------------------------------------------------------------                         
Cleve L. Killingsworth, Jr., Director                                                             

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 EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION                                          

(1)               Inapplicable                                

        (2)               Acquisition Agreement dated March 31, 1995 among The
                           Reynolds and Reynolds Company; Pioneer Systems, Inc.;
                  Victor J. Osborne, Jr.; and Steven A. Thomas
                     incorporated by reference to Exhibit (2) to the
                        Company's Registration Statement on Form S-3 filed
                        with the Securities and Exchange Commission on May
           25, 1995 (Registration No. 33-59617).

     (4)(a)            Specimen Certificate for Class A Common Shares of
the Company.*             

         (4)(b)            Amended and Restated Articles of Incorporation of the
                        Company, incorporated by reference to Exhibit A to
                    the Company's definitive proxy statement dated
                        January 5, 1995, and filed with the Securities and
Exchange Commission.      

    (4)(c)            Consolidated Code of Regulations of the Company,
                   incorporated by reference to Exhibit B to the
                           Company's definitive proxy statement dated January 8,
                      1990, and filed with the Securities and Exchange
Commission.               

        (4)(d)            Shareholder Rights Plan incorporated by reference to
                    Exhibit 1 to the Company's Form 8-A, which was
                           adopted on May 6, 1991, and filed with the Securities
             and Exchange Commission on May 8, 1991.

  (5)               Opinion of Douglas M. Ventura, Esq., Associate
     General Counsel of the Company*

(8)               Inapplicable                                

(12)              Inapplicable                                

(15)              Inapplicable                                

 (23)              Consent of Deloitte & Touche LLP, independent
auditors*                 

(24)              Filed herein after signature page*          

(25)              Inapplicable                                

(26)              Inapplicable                                

(27)              Inapplicable                                

(99)              Inapplicable                                
-----------------------------------------                                       
* Filed herein.                                               

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		2/19/99		1		11
		2/16/99		1		2			SC 13G/A
		2/12/99		4					10-Q,  SC 13G/A
		12/31/98		4					10-Q
		12/28/98		3					10-K405,  DEF 14A
		11/9/98		4					8-K
		10/20/98		4					8-A12B/A
		9/30/98		3		6			10-K405
		12/11/97		5					S-3
		12/23/96		4					S-3
		5/25/95		4		12			S-3
		3/31/95		4		12			10-Q
		1/5/95		12
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