PROQUEST

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KX7XaC7TPu+/I//JvpN3Cxc2ubLVzJqplTeO6W6o9Fy26j+Y3bHTlm47lxsp9ksJ jjmTvqCOW9/POH8vJROu0g== 0000935836-06-000159.txt : 20060418 0000935836-06-000159.hdr.sgml : 20060418 20060418133010 ACCESSION NUMBER: 0000935836-06-000159 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 GROUP MEMBERS: ALEXANDER M. SEAVER GROUP MEMBERS: BRADLEY R. KENT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROQUEST CO CENTRAL INDEX KEY: 0000215219 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 363580106 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55543 FILM NUMBER: 06764277 BUSINESS ADDRESS: STREET 1: 300 NORTH ZEEB ROAD CITY: ANN ARBOR STATE: MI ZIP: 48103-1553 BUSINESS PHONE: 7347614700 MAIL ADDRESS: STREET 1: 300 NORTH ZEEB ROAD CITY: ANN ARBOR STATE: MI ZIP: 48103-1553 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL CO/ DATE OF NAME CHANGE: 19980407 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL OPERATING CO DATE OF NAME CHANGE: 19960430 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL CO /DE/ DATE OF NAME CHANGE: 19940906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STADIUM CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001105087 IRS NUMBER: 770500018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2483 EAST BAYSHORE ROAD STREET 2: STE 202 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6503214000 MAIL ADDRESS: STREET 1: 19785 VILLAGE OFFICE COURT STREET 2: STE 101 CITY: BEND STATE: OR ZIP: 97702 SC 13D 1 proquest.htm PROQUEST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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OMB Number: 3235-0145

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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ___________)

ProQuest Co.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74346P102

(CUSIP Number)

Christopher J. Rupright
Shartsis Friese LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
415-421-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 17, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Stadium Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XX
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power -0-
	8. Shared Voting Power 2,326,310
	9. Sole Dispositive Power -0-
	10. Shared Dispositive Power 2,326,310

11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,326,310

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.8

14. Type of Reporting Person (See Instructions)

OO, IA

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Alexander M. Seaver

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XX
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power -0-
	8. Shared Voting Power 2,326,310
	9. Sole Dispositive Power -0-
	10. Shared Dispositive Power 2,326,310

11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,326,310

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.8

14. Type of Reporting Person (See Instructions)

________

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Bradley R. Kent

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XX
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power -0-
	8. Shared Voting Power 2,326,310
	9. Sole Dispositive Power -0-
	10. Shared Dispositive Power 2,326,310

11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,326,310

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.8

14. Type of Reporting Person (See Instructions)

IN

Item 1. Security and Issuer

This statement relates to shares of Common Stock (the "Stock") of ProQuest Co (the "Issuer"). The principal executive office of the Issuer is located at 777 Eisenhower Parkway, Ann Arbor, MI 48106-1346.

Item 2. Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a) Stadium Capital Management, LLC ("SCM"), Alexander M. Seaver ("Seaver"), Bradley R. Kent ("Kent"),
*(collectively, the "Filers").

(b) The business address of the Filers is
19785 Village Office Court, Suite 101, Bend, OR 97702

(c) Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:
SCM is an investment adviser. Seaver and Kent are the managers of SCM.

(d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Seaver and Kent are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser	Source of Funds	Amount

SCM	Funds Under Management	$62,859,503

Item 4. Purpose of Transaction

The Filers have been and may continue to be in contact with the Issuer's management, members of the management, members of the Issuer's Board of Directors, other significant shareholders, potential transaction partners and others regarding alternatives to maximize shareholder value. The Filers believe that the public market value of the Stock is undervalued.

Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board of Directors, price levels of the Stock, other investment opportunities available to the Filers, conditions in the securities market and general economic and industry conditions, the Filers may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Stock or selling some or all of their Stock, engaging in short selling of or any hedging or similar transactions with respect to the Stock and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filer's cover page.

The Filers effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filers since February 13, 2006:

Purchase or Sale	Date	Number of Shares	Price Per Share
P	02/13/2006	50,000	22.4499
P	02/13/2006	26,800	22.3325
P	02/14/2006	2,700	22.4859
P	02/15/2006	20,000	22.5
P	02/15/2006	10,000	22.5
P	02/16/2006	50,000	22.1775
P	02/16/2006	7,700	22.2061
P	03/03/2006	1,900	20.91
P	03/06/2006	10,800	21.0721
P	03/07/2006	4,600	21.3452
P	03/07/2006	19,100	21.32
P	03/07/2006	5,000	21.32
P	03/08/2006	5,700	21.2212
P	03/24/2006	1,200	21.76
P	03/27/2006	5,300	21.8519
P	03/30/2006	14,600	21.3823
P	03/30/2006	9,500	21.35
P	04/03/2006	14,000	20.8939
P	04/04/2006	14,300	20.4508
P	04/05/2006	21,200	19.95
P	04/06/2006	7,500	20.0088

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

SCM is the general partner of clients pursuant to limited partnership agreements providing to SCM the authority, among other things, to invest the funds of such clients in Stock, to vote and dispose of Stock and to file this statement on behalf of such clients. Pursuant to such limited partnership agreements, the general partner of such clients is entitled to allocations based on assets under management and realized and unrealized gains.

Item 7. Material to Be Filed as Exhibits

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 18, 2006

Stadium Capital Management, LLC By: Bradley R. Kent, Manager
Alexander M. Seaver	Bradley R. Kent

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of ProQuest Co. For that purpose, the undersigned hereby constitute and appoint Stadium Capital Management, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foreg oing power, as fully as the undersigned might or could do if personally present.

Dated: April 18, 2006

Stadium Capital Management, LLC By: Bradley R. Kent, Manager
Alexander M. Seaver	Bradley R. Kent

5315\038\SMONSEY\1349333.1

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