UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [__}
Check the appropriate box:
[___] Preliminary Proxy Statement
[___] Confidential, for Use of the Commission Only
[___] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[___] Soliciting Material Pursuant to Rule 240.14a-12
AUTO-GRAPHICS, INC.
-------------------------
(Name of Registrant)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_X_] No fee required.
Cover Letter Information
NOTE: It is proposed that definitive proxy materials be mailed on or
before March 1, 2002 if at all possible.
CONTACT: For information regarding this proxy statement/filing, please
call Daniel E. Luebben, Secretary at (909) 595-7204 ext. 499
or 3201 Temple Avenue, Pomona, Ca 91768
AUTO-GRAPHICS, INC.
3201 Temple Avenue
Pomona, California 91768
SUPPLEMENT
TO
PROXY STATEMENT FOR ADJOURNED ANNUAL MEETING
OF SHAREHOLDERS
To Be Held March 27, 2002
GENERAL INFORMATION
After conducting the business at the annual meeting of shareholders
of Auto-Graphics, Inc. on February 27, 2002, Robert S. Cope, James R. Yarter
and Robert L. Lovett (holders of a majority of outstanding shares) voted in
favor of adjourning the meeting to March 27, 2002 at 3:00 p.m. ("Adjourned
Annual Meeting") at 3201 Temple Avenue, Pomona, California 91768 for the
sole purpose of considering the shareholder proposal submitted by Robert
H. Bretz (See Shareholder Proposal).
This Supplement to Proxy Statement, which will be first mailed to
shareholders on or about March 1, 2002, is furnished in connection with the
solicitation of proxies by the board of directors of Auto-Graphics, Inc.
(the "Company" or "Auto-Graphics"), to be voted at the Adjourned Annual
Meeting of the Shareholders of the Company. The sole purpose of the
Adjourned Annual Meeting is to vote on the Shareholder Proposal contained
herein.
Shareholders who execute proxies retain the right to revoke them at
any time before the shares are voted by proxy at the Adjourned Annual
Meeting. A shareholder may revoke a proxy by delivering a signed statement
to the Secretary of the Company at or prior to the Adjourned Annual Meeting
or by executing another proxy dated as of the later date. The Company will
pay the cost of solicitation of proxies.
Shareholders of record at the close of business on December 31, 2001
will be entitled to vote at the Adjourned Annual Meeting on the basis of one
vote for each share held. On December 31, 2001, there were 4,997,234 shares
of Common Stock outstanding.
SHAREHOLDER PROPOSAL.
Robert H. Bretz, 520 Washington Boulevard, #428, Marina Del Rey,
California 90292, phone (310) 578-1957, has notified the Company that he
intends to submit the following proposal at the Adjourned Annual Meeting:
Mr. Bretz has proposed the following amendment to the Company's By-
Laws:
RESOLVED, that the Company's By-laws, Article III, Section 3, be and
is hereby amended by the shareholders of the Company (the "Amendment") to
read in its entirety as follows (so as to add the below new two last
sentences to the language of the section as it previously appears):
"Section 3. ELECTION, ELIGIBILITY AND TENURE OF OFFICE. The
Directors shall be elected by ballot at the annual meeting of the
shareholders, to serve for one year and until their successors are elected
and have been qualified. Their term of office shall begin immediately after
election. No person past the age of 67 (the date after such person's 67th
birthday marking the commencement of such person's 67th year of living)
shall be eligible and/or actually or continue to serve as a director of the
Company. Notwithstanding any contrary provision contained in these By-laws,
this section of the By-laws shall only be amended or otherwise changed by a
two-thirds (2/3) vote of the shares entitled to vote at any annual meeting
of the shareholders of the Company as provided for in these By-laws."
Supporting Statement.
Mr. Bretz recommends to the shareholders of the Company for the
adoption of the proposal at the Company's 2001 Annual Meeting of
Shareholders to assist in ensuring that the Company's board of directors and
resulting management policies and direction are constantly evolving, so as
to provide the Company with an ongoing modern, fresh and vigorous approach
to managing the Company's business and affairs, with the objective that
the Company can and will grow and prosper in an ever changing current and
future environment in the best interest and for the benefit of its
shareholders and thereby its employees, customers and other parties who have
an interest in the Company succeeding.
Statement Against Proposal.
The Board recommends a vote against the shareholder proposal. Auto-
Graphics, Inc. objects to the inclusion of the above shareholder proposal on
the ground that it would deprive the Company of having experienced business
people who are age 67 being elected to the Company's board of directors.
Vote Required and Board Recommendation
The affirmative vote of holders of a majority of the shares of common
stock cast in person or by proxy at the meeting is required for approval of
the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
SOLICITATION OF PROXIES
The proxy accompanying this Supplemental Proxy Statement is solicited
by the Board of Directors of the Company. Proxies may be solicited by
officers, directors, and regular supervisory and executive employees of the
Company, none of whom will receive any additional compensation for their
services. Such solicitations may be made personally or by mail, facsimile,
telephone, telegraph, messenger, or via the Internet. The Company will pay
persons holding shares of common stock in their names or in the names of
nominees, but not owning such shares beneficially, such as brokerage houses,
banks, and other fiduciaries, for the expense of forwarding solicitation
materials to their principals. All of the costs of solicitation of proxies
will be paid by the Company.
If you have any questions or require any additional information or
assistance or wish a copy of the annual report, please call Daniel E.
Luebben, the Secretary of the Company, at 1-800-776-6939, or send request
to 3201 Temple Avenue, Pomona, California 91768.
DATED: Pomona, California, March 1, 2002.
AUTO-GRAPHICS, INC.
ATTN: CHIEF FINANCIAL OFFICER
3201 TEMPLE AVENUE
POMONA, CALIFORNIA 91768
1-800-776-6939
This proxy when properly signed will be voted in the manner directed herein
by the undersigned shareholder.
IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED AGAINST THE
SHAREHOLDER PROPOSAL.
Please mark you votes as indicated [X]
FOR AGAINST ABSTAIN
Shareholder Proposal. [_] [_] [_]
(The Board recommends a
vote against this proposal)
AUTO-GRAPHICS, INC.
P R O X Y
FOR ADJOURNED ANNUAL MEETING OF THE
SHAREHOLDERS OF AUTO-GRAPHICS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT S. COPE with full power of
substitution, as proxies to vote the shares which the undersigned is
entitled to vote at the Adjourned Annual Meeting of Shareholders of the
Company to be held at 3201 Temple Avenue, Pomona, California 91768 on March
27, 2002 at 3:00 p.m. and at any adjournments thereof.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership
name by an authorized person.
Signature ____________________________________________ Dated:_______________
Signature if held jointly _____________________________ Dated:______________
YOUR VOTE IS IMPORTANT!
VOTE BY PROXY CARD
Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
THANK YOU FOR VOTING.
mar272002proxysupplc.txt