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.
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 (as permitted by
Rule 14a-6(e)(2))
[]Definitive Proxy Statement
[x]Definitive Additional Materials
[]Soliciting Material Pursuant to Sec.240.14a-12
BOOKS-A-MILLION, INC.
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(Exact name of registrant as specified in its charter)
(Name of person(s) filing Proxy Statement, if other than the Registrant)
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BOOKS-A-MILLION, INC.
402 Industrial Lane
Birmingham, Alabama 35211
SUPPLEMENT TO PROXY STATEMENT DATED APRIL 23, 2004
This Supplement to Proxy Statement is furnished by and on behalf of the
Board of Directors of Books-A-Million, Inc. (the "Company") and supplements the
Company's Proxy Statement dated April 23, 2004 furnished in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders of the
Company to be held at 10:00 a.m. on Thursday, June 3, 2004 at The Harbert
Center, 2019 Fourth Avenue North, Birmingham, Alabama 35203 and at any
adjournments or postponements thereof (the "Annual Meeting").
PROPOSAL I - ELECTION OF DIRECTORS
One of the proposals to be considered at the Annual Meeting is the election
of a class of directors for a three-year term expiring in 2007. The Board of
Directors of the Company is divided into three classes of directors serving
staggered terms of office. The class of directors whose term expires in 2005
consists of Mr. Terry C. Anderson. The class of directors whose term expires in
2006 consists of Mr. Clyde B. Anderson and Mr. Ronald G. Bruno. The class of
directors whose term expires at the Annual Meeting consists of Mr. Charles C.
Anderson, Dr. J. Barry Mason and Mr. William H. Rogers, Jr. The Board of
Directors has nominated Mr. Anderson, Dr. Mason and Mr. Rogers for re-election
to the Board of Directors at the Annual Meeting, to serve until the 2007 annual
meeting of stockholders and until their successors are duly elected and
qualified.
As previously disclosed in the Proxy Statement, the Board of Directors
currently has six members, three of which are independent within the meaning of
the NASDAQ Stock Market, Inc. independence standards. The Board of Directors
intended that, prior to the Annual Meeting, it would add one additional
independent member so that the Board would be composed of a majority of
independent directors at and after the Annual Meeting. The Company has been
identifying and evaluating prospective new members. However, despite the
Company's best efforts, the Company has been unable to identify a person to
serve as an additional independent member of the Board of Directors.
On May 27, 2004, Mr. Anderson informed the Board of Directors that he has
decided not to stand for re-election to serve as a director of the Company and
has withdrawn his consent to serve as a director of the Company if elected. Mr.
Anderson informed the Board of Directors that due to the fact that he will be 70
years of age in 2005 together with the fact that if he were not to stand for
re-election to the Board of Directors the Company would be able to satisfy
NASDAQ's director independence standards, he believed it was in the best
interests of the Company that he not stand for re-election to the Board of
Directors.
As a result of Mr. Anderson's decision not to stand for re-election as a
director, at the Annual Meeting stockholders will elect a class of two directors
for a three-year term expiring 2007, with the result being that there will be
one vacancy.
May 28, 2004
Birmingham, Alabama