<PAGE>
3201 Temple Avenue
Pomona, California 91768
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 10, 1997
To the Shareholders of Auto-Graphics, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Auto-Graphics, Inc., a California corporation (the "Company"), will be
held at the Company's corporate offices located at 3201 Temple Avenue,
Pomona, California on Tuesday, June 10, 1997, at 2:00 PM PDT, for the
following purposes:
1. To elect three directors to serve during the ensuing year and
until their respective successors shall have been duly elected and
qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
In accordance with the Company's Bylaws, April 14, 1997 has been fixed as the
record date for the determination of Shareholders entitled to notice of and
to vote at the Annual Meeting and at any adjournment thereof.
All Shareholders are cordially invited to attend the Annual Meeting in person.
Shareholders who do not expect to be able to attend the meeting are urged to
complete, sign and date the enclosed Proxy and mail it in the envelope
provided. If a Shareholder receives more than one Proxy because such person
owns shares registered in different names or addresses, each Proxy should be
completed and returned. Your proxy will not be used if you are present at
the meeting and desire to personally vote your shares.
By Order of the Board of Directors
ss/ Daniel E. Luebben
Daniel E. Luebben
Secretary
Pomona, California
April 29, 1997
</PAGE>
<PAGE>
3201 Temple Avenue
Pomona, California 91768
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to Shareholders in connection with the
Annual Meeting of Shareholders of Auto-Graphics, Inc., a California
corporation (the "Company"), to be held at 2:00 PM PDT on Tuesday, June 10,
1997 at the Company's corporate offices located at 3201 Temple Avenue, Pomona,
California, and at any adjournments thereof (the "Annual Meeting"). The
accompanying Proxy is solicited on behalf of the Board of Directors of the
Company for use at such Annual Meeting. The Proxy should be completed, signed,
dated and returned in the enclosed envelope as soon as possible. All properly
executed proxies will be voted at the meeting in accordance with the
Shareholder's instructions as set forth on the enclosed Proxy. Your executed
Proxy will not affect your right to vote in person should you find it
convenient to attend the meeting and desire to vote in person. Any
Shareholder executing and returning a Proxy as provided for herein may revoke
such Proxy by providing written notice of such revocation to the Secretary of
the Company at any time prior to the commencement of the Annual Meeting.
The Proxy Statement and the accompanying Proxy together with the Company's
Annual Report for the fiscal year ended December 31, 1996 were mailed to all
Shareholders on or about April 29, 1997.
The Company intends to solicit proxies principally by use of the mails. The
Company will also request banks, brokerage houses and other custodians,
nominees and fiduciaries to forward copies of the Notice, Proxy Statement,
Proxy and Annual Report to persons for whom they hold shares of the Company
and request authority for the execution of proxies. The cost of soliciting
proxies will be borne by the Company, including the reimbursement of any
expenses incurred by banks, brokerage houses, custodians, nominees and
fiduciaries in connection with such solicitation.
VOTING AT THE MEETING
The presence in person or by proxy of persons entitled to vote a majority of
the Company's outstanding Common Stock is necessary to constitute a quorum for
the transaction of business at the Annual Meeting. The Board of Directors has
fixed April 14, 1997 as the record date for the determination of Shareholders
entitled to notice of and to vote at the Annual Meeting of Shareholders. All
voting rights are vested exclusively in the holders of the Company's Common
Stock, $.10 par value. As of the close of business on the record date, there
were 1,093,678 shares of the Company's Common Stock outstanding.
Each share of Common Stock is entitled to one vote on any matter which may
come before the Annual Meeting, including the election of directors; however,
any Shareholder eligible to vote for the election of directors is entitled to
cumulate votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which the
Shareholder's shares are entitled, or to distribute the Shareholder's votes on
the same principle among as many candidates as the Shareholder thinks fit.
To be entitled to exercise cumulative voting rights for the election of
directors, a Shareholder must give notice at the Annual Meeting of such
person's desire to cumulate votes for one or more candidates whose name(s)
have been placed in nomination prior to the commencement of voting for the
election of directors. If any Shareholder exercises the right to cumulate
votes for the election of directors, then all Shareholders are entitled to
cumulative voting rights for the election of directors. The enclosed form of
proxy being solicited on behalf of the Board of Directors of the Company
vests in the proxies cumulative voting rights.
NOMINATION AND ELECTION OF DIRECTORS
Election of Directors
The Company's Articles of Incorporation and Bylaws, as amended, provide that
the authorized number of directors shall not be less than three members nor
more than five members as determined by the Board of Directors from time to
time. The number of persons constituting and comprising the Company's Board
of Directors is currently three. Accordingly, the Board of Directors is
recommending only three nominees for election to the Company's Board for the
ensuing year. Each of the three nominees named below will be elected to serve
until the next annual meeting and/or until their respective successors shall
have been duly elected and qualified. The persons named in the accompanying
Proxy will vote shares covered by proxies received by them in favor of election
of the three nominees proposed by the Board of Directors. Should any of the
three proposed nominees subsequently become unavailable for election, then
the Board of Directors may propose the election of a substitute nominee; and
the persons named in the Proxy will vote shares covered by proxies received
by them in favor of any such substitute nominee(s). In the event that any
person(s) other than nominees proposed by the Board of Directors is nominated
for election as a director, the persons named in the Proxy may vote
cumulatively for less than all of the nominees but, in no event, will such
persons vote any of the proxies received by them for the election of any
person to fill a Board position for which the Board of Directors has not
nominated a person for election to such Board position. The individuals
named in the Proxy, however, reserve their rights to vote their individual
shares for the election of any person(s) to fill a Board position for which
the Board of Directors did not designate a nominee in the event that any such
additional new nominee is proposed for election at the Annual Meeting.
<TABLE>
<CAPTION>
Nominees for Election as Directors
Set forth below is certain information pertaining to the persons who are
proposed as nominees for election to the Company's Board of Directors.
<S> <C> <C> <C> <C>
Shares of the
Company's
Common
Name and Principal Year First Stock Owned Percent
Occupation or Employment Became Beneficially as of
Relationship of Nominees Age a Director of Record Date Class
Robert S. Cope 61 1960 721,675 66%
CEO, President
and Treasurer
Auto-Graphics, Inc.
Douglas K. Bisch 75 1970 124,256 11%
Retired Officer of
and Consultant to
Auto-Graphics, Inc.
Robert H. Bretz 53 1988 2,000 --
520 Washington Boulevard
Suite 428
Marina del Rey, CA 90292
Attorney
Robert S. Cope has been employed by the Company in the capacities indicated
above for more than the past five years.
On December 31, 1994, Douglas K. Bisch resigned and retired from day to day
operations as an officer of the Company. Mr. Bisch continues to serve as a
Director of and a consultant to the Company. As indicated hereinunder
"Certain Relationships and Related Transactions" the Company has entered into
an agreement to purchase substantially all of the Company's stock owned by Mr.
Bisch.
Robert H. Bretz is an attorney who has acted as the Company's outside general
legal counsel for more than the past five years and who also serves as the
Assistant Secretary of the Company.
Robert S. Cope, who is the President and Chief Executive Officer of the Company
and a member of the Company's Board of Directors, is the beneficial owner of
721,675 shares or 66% of the Company's total outstanding shares of Common
Stock. As a result of his positions with and ownership of shares in the
Company, Robert S. Cope may be deemed to be in a control relationship with
the Company. Mr. Cope's beneficial ownership includes 523,391 shares of
Common Stock (48%) owned by him personally and 198,284 shares (18%) owned by
members of his family, including Paul R. Cope who is employed by the Company
and owns 125,534 shares (11%). No other single family member owns more than
5% of the Company's Common Stock. Robert S. Cope has sole investment and
voting power over the shares of stock owned by him personally, and is assumed
to share investment and voting power over the shares owned by members of his
family. Douglas K. Bisch has sole investment and voting power over the above
referenced shares of stock. Robert H. Bretz has sole investment and voting
power over the above referenced shares of stock.
Other Business
So far as the Company is aware, there are no other matters to be brought
before the Annual Meeting. In the event that any other matter properly comes
before the Annual Meeting, the persons named in the accompanying Proxy will
vote all proxies in accordance with their best judgment in such matters.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During 1996 the Company's Board of Directors held two formal meetings, and
also authorized and approved certain actions by unanimous written consent as
authorized by the California Corporations Code and the Company's Bylaws.
The Company's Board of Directors does not maintain standing audit, nominating
or compensation committees. These matters are considered and acted upon by
the entire Board of Directors.
Directors receive no fees for serving on the Board of Directors or attending
meetings, with the exception of Robert H. Bretz, who receives customary fees
and expenses for services provided to the Company.
COMPENSATION OF EXECUTIVE OFFICERS
The following table presents the annual compensation of the Company's executive
officers whose total compensation for the fiscal year ending December 31, 1996
exceeded $100,000 and, where applicable, the two previous fiscal years:
</TABLE>
<TABLE>
<CAPTION>
Summary Compensation Table
(Dollars)
<S> <C> <C> <C>
Name Principal Position Year Salary
Robert S. Cope CEO, President 1996 $140,000
and Treasurer 1995 130,000
1994 130,000
William J. Kliss Chief Operating Officer 1996 $138,000
1995 133,000
Daniel E. Luebben Chief Financial Officer 1996 $ 99,000
and Secretary 1995 98,000
1994 105,000
The Company currently does not have any long-term compensation plans such as
restricted stock awards/units, phantom stock, stock options, stock
appreciation rights, warrants, long-term incentive plans, performance units
or shares, deferred compensation programs or other similar plans, although
management is considering various long-term incentive plans for possible
implementation in the future.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company occupies approximately 29,000 sq. ft. of office and production
space in an office building owned by a partnership comprised of Robert S.
Cope and Douglas K. Bisch. The facility is currently leased to the Company
through June 2001 under the second of two five-year renewal options. The
original five-year lease, which was entered into in June of 1986, was approved
and authorized by the independent members of the Company's Board of Directors.
Rental payments paid by the Company under the lease during the Company's last
full fiscal year totaled approximately $448,000.
Robert H. Bretz, who is a nominee for director, serves as the Company's
outside general legal counsel. During the Company's last full fiscal year,
Mr. Bretz firm's billings to the Company for legal services and expenses
totaled approximately $78,800.
The Company previously entered into an agreement to purchase substantially all
of the shares of the Company's Common Stock owned by Douglas K. Bisch. Mr.
Bisch retired from day to day operations as an officer of the Company on
December 31, 1994. Mr. Bisch had previously served as the Company's Executive
Vice President for Sales and Marketing and Secretary for the last 25 years.
In accordance with the agreement, the Company will purchase and retire a total
of 156,000 shares of the Company's stock over a seven year period ending 2001.
The total transaction cost will be $825,000 including stock, non-competition
and consulting fees. In 1995, 1996, and 1997, the Company purchased and
retired 15,600 shares annually of the Company's stock in accordance with the
agreement. In addition, the Company has also received an option to purchase
Mr. Bisch's one-third interest in the partnership which owns the building and
land which the Company leases as its corporate office facility in Pomona,
California for a purchase price based on a formula requiring a minimum
payment of $100,000 and a maximum of $150,000. The agreement was unanimously
approved by the Company's Board of Directors with Mr. Bisch abstaining.
A copy of the agreement, the terms of which are summarized herein, was filed
as an exhibit with the Company's Annual Report to the U.S. Securities and
Exchange Commission on Form 10-K as of December 31, 1994.
During 1996, the Company sold composition services in the amount of $264,000
to Datacat, Inc. for resale to its customers. Datacat is a 50% owned affiliate
of the Company. Datacat markets parts catalogs to the wholesale heating,
ventilation, air conditioning and refrigeration (HVACR) industry utilizing a
computer based automated publication technology developed by the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below reflects information pertaining to certain beneficial owners
of the Company's securities known to own more than 5% of the Company's
securities as of the record date, and as to all officers and directors of the
Company as a group as of such date.
Shares of the
Company's
Common
Stock Owned Percent
Name and Address Beneficially as of
of Beneficial Owner of Record Date Class
Robert L. Lovett, Trustee 62,500 6%
Robert L. Lovett Trust
2850 Versailles
Springfield, MO 65804
All Officers and Directors 850,431 78%
as a group (5 persons).
See "Nominees for Election
as Directors"
AUDITORS
The Board of Directors selected Ernst & Young LLP as auditors for the year
ended December 31, 1996, and it is anticipated that Ernst & Young LLP will be
selected as auditors for the year ending December 31, 1997. The Company has
requested and anticipates that a representative of Ernst & Young LLP will
attend the Annual Meeting to make any report they may desire and to respond
to appropriate Shareholders' questions.
ADDITIONAL INFORMATION
Upon request of any Shareholder, the Company will furnish without charge a
copy of the Company's latest Annual Report to the Securities and Exchange
Commission on Form 10-K which contains certain additional information about
the Company which is not included in either this Proxy Statement or the
Company's accompanying Annual Report to Shareholders. All such requests
should be directed to Ms. Liz Clyde at the above corporate headquarters'
address.
SHAREHOLDER PROPOSALS
Any Shareholder of the Company desiring to have a proposal considered for
inclusion in the Company's 1997 proxy solicitation material must, in addition
to other applicable requirements, set forth such proposal in writing and file
it with the Secretary of the Company on or before January 1, 1998. The Board
of Directors of the Company will review any such proposals from Shareholders
received by that date and will determine whether any such proposals are to be
included in the Company's 1997 proxy solicitation materials.
ss/ Daniel E. Luebben
Daniel E. Luebben
Secretary
April 29, 1997
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW
THANK YOU
</PAGE>
<PAGE>
PROXY
AUTO-GRAPHICS, INC.
ANNUAL MEETING OF SHAREHOLDERS JUNE 10, 1997
The undersigned shareholder of Auto-Graphics, Inc. (the
"Company") acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement each dated April 29, 1997 together
with the Company's 1996 Annual Report to Shareholders and the
undersigned revokes all prior proxies and appoints Robert S. Cope and
Douglas K. Bisch or each of them as proxies for the undersigned to
represent the undersigned and vote all the shares of Common Stock of
the Company which the undersigned would be entitled to vote at the
Annual Meeting of Shareholders to be held at 3201 Temple Avenue,
Pomona, California on Tuesday, June 10, 1997 at 2:00 P.M. PDT, and any
adjournment(s) thereof, and instructs said proxies to vote as follows:
____ FOR the election of the following three nominees to the Company's
Board of Directors: Robert S. Cope, Douglas K. Bisch, and Robert H. Bretz;
or
___ WITHHOLD authority to vote for all of the foregoing nominees. To
withhold authority to vote for any individual nominee(s), enter the
name of any such nominee(s) in the space provided below.
In their discretion to transact such other business as may properly come
before the meeting.
PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY
</PAGE>
<PAGE>
THE PROXY IS BEING SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
Dated this____ of_________, 1997
Signature of Shareholder
Signature of Shareholder
This Proxy should be dated, signed by the shareholder(s) exactly as the
name is printed at the left, and returned promptly in the enclosed envelope.
A person signing as a fiduciary or on behalf of a corporation should so
indicate.
PLEASE DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. UNLESS OTHERWISE SPECIFIED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES PROPOSED BY THE
BOARD OF DIRECTORS.
</PAGE>
</TABLE>
