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
[___] Definitive Additional Materials
[_X_] Soliciting Material Pursuant to Rule 240.14a-12
AUTO-GRAPHICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_X_] No fee required.
YOU SHOULD READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE
IMPORTANT INFORMATION IS GOING TO BE IN THE PROXY STATEMENT AND
THE PROXY STATEMENT CAN BE OBTAINED FOR FREE AT THE U.S. SECURITIES
AND EXCHANGE COMMISSION WEBSITE AND FROM AUTO-GRAPHICS, INC.
Auto-Graphics, Inc. Announces
New Date for Special Shareholders Meeting
POMONA, CA., September 25, 2001 - Auto-Graphics, Inc. (OTC:BB AUGR) today
announced that it has been advised by Corey Patick, the Chairman of the
Special Shareholders Committee (the "Shareholder Committee"), that the
Special Meeting of Shareholders ("Special Meeting") that is to take place
at Auto-Graphic's, Inc. (the "Company") offices on September 25, 2001 at
3:00 p.m. will be called for the sole purpose of adjourning such meeting
until October 31, 2001 at 3:00 p.m.
The Notice of the Special Meeting issued by the Shareholder Committee
states the meeting will consider and vote upon the following matters:
1. To elect three (3) directors to serve on the Board of Directors for
the ensuing year.
2. To consider and act upon a shareholders' resolution, amending the
Company's By-Laws to require that any contract or transaction between the
Company and any director/shareholder of the Company owning, directly or
indirectly, more than 10% of the Company's issued and outstanding capital
stock including a company, business or entity controlled by any such
director/shareholder be first reviewed and approved by a vote of the
"disinterested" shareholders of the Company as being fair and reasonable
to the Company.
The Special Shareholder Committee is chaired by Corey M. Patick. The
Company has been informed by Mr. Patick that the Shareholder Committee
intends to solicit proxies to vote for Robert H. Bretz, Corey M. Patick,
and Tom J. Dudley as directors and to vote for their shareholder proposal
to amend the By-Laws. The Company has also been informed and believes that
Corey M. Patick and Robert H. Bretz are individuals that direct the
Shareholder Committee. The following individuals are members of the
Shareholder Committee:
Name Stock Ownership in Company
Corey M. Patick 1.0%
Marsha Patick 0.6%
Tom J. Dudley 0.6%
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Robert H. Bretz, who is a 6% shareholder of the Company and a current
director on the Company's Board, will be seeking reelection to the Board.
On May 9, 2001 the Company terminated the services of its long-time outside
counsel, Mr. Robert H. Bretz. Mr. Bretz who was also the only outside
Director for the Company has remained as a Director of the Company.
Following Mr. Bretz' termination he began to file lawsuits for and on
behalf of the Company that had not been approved by management or the
Company's Board of Directors. On August 8, 2001 one such case filed by Mr.
Bretz, Case No. BC252517, was dismissed by the Los Angeles California
Superior Court holding that the Action by Unanimous Written Consent signed
by Mr. Bretz was invalid because it failed to satisfy the requirements of
California Corporations Code section 307(b).
The Company has also filed a complaint against Mr. Bretz for damages and
injunctive relief for breach of fiduciary duty. In Case No. BC 253322 in
Los Angeles California Superior Court captioned Auto-Graphics, Inc. vs.
Robert H. Bretz et al., alleges that Mr. Bretz has become disruptive and
harmful to the business operations of the company and has damaged the
Company by his various actions including his excessive billings to the
Company and the filing of the unauthorized lawsuits on behalf of the
Company.
As a response to the complaint filed by the Company, Mr. Bretz filed a
derivative cross-complaint against three of the Company's officers, Robert
S. Cope, Michael K. Skiles and Michael F. Ferguson for breach of fiduciary
duty, fraud & deceit, misrepresentation, breach of contract/employment,
removal for cause and other declaratory and injunctive relief. The cross-
complaint was filed on July 16, 2001 in Los Angeles California Superior
Court.
Corey M. Patick is a nominee for election to the Company's Board of
Directors. In May 1999, Robert S. Cope and the Cope Family Trust granted
an option to Corey M. Patick to purchase 1,125,000 (or 22%) of the Company's
Common Stock for $1.67 per share (adjusted for the 3-for-1 stock split
effective February 28, 2000). Patick subsequently exercised the option in
November of 2000 and the closing for the purchase of and payment for the
option shares, originally scheduled for November 2000 was extended several
times by the parties. By the terms of the most recent extension, Mr.
Patick's option expired on August 31, 2001, even though Mr. Patick claims it
has not been terminated. Mr. Patick (including his wife) is the owner of
1.6% of the Company's Common Stock (without taking the option shares into
account).
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On September 12, 2001, the Company filed in the Superior Court of
California, County of Los Angeles, Case No. BC257697, a Complaint For
Declaratory and Injunctive Relief For Violation of California Corporations
Code Sections 301, 600(d) and 601(c) naming as defendants Corey Patick,
Marsha Patick and Tom J. Dudley. This suit arose as a result of the
call of the instant Special Meeting by the Shareholder Committee. The
Company alleges in its complaint that notice of the Special Meeting is
improper and the action in electing the board of directors is improper. On
September 13, 2001, the court denied the temporary restraining order and
stated "that it would review any challenges to the validity of the meeting
after it was conducted".
Tom J. Dudley is a nominee for election to the Company's Board of Directors.
Mr. Dudley is the owner of .6% of the Company's Common Stock.
The Board will nominate Robert S. Cope, James R. Yarter, and Robert L.
Lovett to fill the three (3) director positions on the Board.
Robert S. Cope, along with his family is a 43% shareholder of the Company, a
current director of the Company, and holds the officer position of Chairman of
the Board of the Company will be seeking reelection to the Board. Mr. Cope is
also a general partner in the 664 Company, a California limited partnership
which leases to the Company its current office space.
James R. Yarter, who is a current director on the Company's Board, will be
seeking reelection to the Board. Mr. Yarter is not a beneficial owner of
any shares of the Company's Common Stock.
Robert L. Lovett, who is a 4% shareholder of the Company, is a first time
nominee for a position on the Company's Board.
The Shareholders Committee and the Company are currently bearing their own
expenses of soliciting proxies for the Special Meeting.
Auto-Graphics, Inc. is a provider of Web-based information publishing and
Internet database resource sharing systems for over 9,000 libraries. Auto-
Graphics, Inc. is also an ASP supplier of library automation software and
electronic publishing solutions and Internet based physical and virtual
bibliographic catalog and interlibrary loan systems for libraries.
Customers include the states of Texas, Connecticut, Oklahoma, Tennessee,
Wisconsin, and Kansas. The Company's web site is located at
http:www.auto-graphics.com.
ROBERT S. COPE
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Robert S. Cope
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