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Filed

by the Registrant   x

Filed

by a Party other than the Registrant   ¨

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the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Rule 14a-12

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of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

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(2)

Aggregate number of securities to which transaction applies:

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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(4)

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Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

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(2)

Form, Schedule or Registration Statement No.:

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(3)

Filing Party:

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(4)

Date Filed:

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Q:

Who can vote?

A:

You can vote, if you were a shareholder at the close of business on the record date of March 16, 2002.

Q:

What am I voting on?

A:

You are voting on:

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The election of eight nominees as directors for terms that expire in 2003. The Board of Directors’ nominees are: Alan W. Aldworth, David Bonderman, David G. Brown, William E. Oberndorf, James P. Roemer, Gary L. Roubos, John H. Scully, and William J. White; and

•

Approval of amendments to the Company’s 1995 Employee Stock Option Plan to reserve an additional 1,400,000 shares of common stock for issuance thereunder and to limit the number of shares that can be granted each year to any individual; and

•

Ratification of the appointment of KPMG LLP as auditors of ProQuest Company for 2002; and

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Other business as may properly come before the meeting.

Q:

How will the proxies vote on any other business brought up at the meeting?

A:

By submitting your proxy card, you authorize the proxies to use their judgement to determine how to vote on any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the annual meeting. The proxies’ authority to vote according to their judgement applies only to shares you own as the shareholder of record.

Q:

How do I cast my vote?

A:

You may vote your shares in one of these ways:

•

Mark, sign, date, and promptly return the endorsed proxy card in the envelope provided;

•

Vote via the Internet at the web site noted on your proxy card; or

•

Use the toll-free telephone number shown on the proxy card.

Q:

How does the Board recommend I vote on the proposals?

A:

The Board recommends you vote “for” each of the items on the proxy card.

Q:

Can I revoke my proxy card?

A:

You can revoke your proxy card by:

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Submitting a new proxy card bearing a later date;

•

Giving written notice before the meeting to the Secretary of the Company, stating that you are revoking your proxy card; or

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Attending the meeting and voting your shares in person.

Q:

Who will count the votes?

A:

EquiServe Trust Company, N.A.

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Q:

What shares are included on my proxy card?

A:

Your proxy card represents all shares registered to your account with the same social security number and address.

Q:

How many votes can I cast?

A:

On all matters you are entitled to one vote per share.

Q:

What is a “quorum”?

A:

A quorum is the number of shares that must be present to have the annual meeting. The quorum requirement for the Annual Meeting is a majority of the outstanding shares, present in person or represented by proxy. If you submit a valid proxy card or attend the annual meeting, your shares will be counted to determine whether there is a quorum.

Q:

How many votes will it take to elect the director nominees?

A:

The Directors are elected by a plurality of the votes cast by the shares present in person or by proxy at the Annual Meeting and entitled to vote.

Q:

How many votes will it take to elect the amendments to the stock plan?

A:

Approval of the amendments to the stock plan requires the approval of a majority of shares present in person or by proxy at the Annual Meeting and entitled to vote on each proposal.

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•

to approve the selection of independent auditors;

•

to review the scope, performance and results of the independent audit;

•

to review the evaluation of the Company’s systems of internal accounting controls;

•

to appraise the Company’s financial reporting (including its Proxy Statement and 10-K) and the accounting standards and principles followed; and

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to discuss fees paid to the Company’s independent accountants.

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to monitor the Company’s management resources, structure, succession planning, development and selection process and the performance of key executives; and

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to review and approve executive compensation.

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each non-employee Director receives an annual cash retainer of $25,000;

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a one-time grant of restricted stock upon a member’s initial election at an economic value targeted at $70,000;

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an annual retainer fee of $25,000 in stock options;

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a fee of $2,000 in cash is paid to each Director for each Board meeting attended;

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a fee of $l,000 in cash is also paid to each Director for their attendance at a Committee meeting;

•

a fee of $2,500 in cash is paid to those Directors who serve as a Chairman of a Committee meeting;

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Each member of the Board is also reimbursed travel expenses for their attendance at these meetings.

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•

align executive compensation with shareholder interests;

•

ensure that compensation is at a level that enables the Company to attract and retain high quality talent; and

•

to provide significant rewards for achievement of business objectives and growth in shareholder value.

•

a grant of 406,250 shares of ProQuest stock under the 1995 Employee Stock Option Plan; and

•

an incentive compensation arrangement that provides for a mirror cash payment based upon the stock price appreciation of ProQuest stock. This element contains 406,250 stock units.

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LTIP

= long-term incentive plan

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(1)

Consists of amounts awarded under the Company’s Management Incentive Bonus Plan (the “MIB”) to Messrs. Roemer, Aldworth, Reynolds, Rhoades and Buchardt. The MIB provides a financial incentive for key management employees to focus their efforts on, and achieve, annual financial targets. Payments under the MIB for fiscal 2001 were made in March 2002.

(2)

Unless otherwise noted, amounts reflected in this column are for grants of stock options under the Company’s 1995 Stock Option Plan. No Stock Appreciation Rights (“SAR’s”) have been used by the Company.

(3)

Consists of options to purchase shares of common stock of MotorcycleWorld.com, an 80%-owned business unit of the Company, which assets were sold.

(4)

Consists of options to purchase shares of common stock of bigchalk.com, inc., a 38%-owned subsidiary of the Company.

(5)

The Company’s Long Term Incentive Program (the “LTIP”) was discontinued during fiscal 2000. The Company’s LTIP 2 program, which encompassed fiscal years 1999 – 2001, was frozen. Amounts earned under LTIP 2 were based on fiscal 1999 operating performance to target. Payments for amounts earned under LTIP 2 reflected in the table for fiscal 2001 were made in March 2002. The amounts reflected in the table for fiscal 1999 consisted of amounts earned under the Company’s first LTIP 1 program from 1998 to 1999.

(6)

For fiscal 2001, 2000 and 1999 includes $5,100, $5,100, and $4,800, respectively, in contributions to the ProQuest Profit Sharing Retirement Plan (“PSRP”); $3,462, $3,214 and $4,966, respectively, for imputed life insurance; and for fiscal 2000 and 1999: $34,575 and $30,099, respectively, in contributions to the RBP, and $175,173 and $316,696, respectively, for relocation and related expenses.

(7)

For fiscal 2001 and 2000 includes $5,100 and $1,750, respectively, in contributions to the PSRP; for fiscal 2001 includes $51,818 contribution to the SERP; and for fiscal 2000, $10,833 paid as sign-on bonus and payments for an auto allowance and other miscellaneous benefits.

(8)

For fiscal 2001, 2000 and 1999 includes $5,100, $5,100 and $4,800, respectively, in contributions to the PSRP; $39, $1,444 and $4,819 respectively, for imputed life insurance; for fiscal 2000 and 1999 includes $12,219, and $8,346 respectively in contributions to the ProQuest Replacement Benefit Plan (“RBP”); for fiscal 2001 includes $120,346 contribution to the Supplemental Executive Retirement Plan (“SERP”); for fiscal 2000 includes $206,257 in sale of home, car allowance, and other miscellaneous benefits.

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(9)

For fiscal 2001, 2000, and 1999, includes $5,100, $5,100 and $4,800 respectively, in contributions to the PSRP; for fiscal 2000 and 1999 includes $6,960 and $2,876 respectively, in contributions to the RBP; for fiscal 2001 includes $49,673 contribution to the SERP; for fiscal 2000, $22,870 in car allowance and miscellaneous benefits.

(10)

Reflects compensation from November 2000, when the employment of Mr. Aldworth by the Company began, through December 2000.

(11)

Amounts reported in column “Other Annual Compensation” reflect certain compensation elements which have in prior years been reported in the column “All Other Compensation”. For Mr. Roemer, in fiscal 2001 this includes $2,500,000 paid as directed by the Board as compensation for the divestiture of the Company’s Imaging division (see report on “Executive Compensation” section) and $15,495 in relocation expenses. For Mr. Aldworth, in fiscal 2001 this includes $200,000 as a relocation bonus, $89,500 in relocation expenses, and $24,806 as a bonus for purchase of the Company stock. For Mr. Buchardt, in fiscal 2001 this includes $125,000 as a relocation bonus, $250,000 as a retention bonus, $63,710 in relocation expenses, $20,533 in special bonuses relating to business divestitures and $25,814 adjustment to loan for the purchase of ProQuest stock.

(12)

For fiscal 2001 and 2000, includes $5,100 and $5,100, respectively, in contributions to the PSRP; for fiscal 2001, includes $1,647 for imputed life insurance; for fiscal 2000, includes $162 in contributions to the RBP.

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(1)

Messrs. Oberndorf and Scully, through the relationships with SPO Partners II, L.P. and San Francisco Partners, L.P., may be deemed to share investment and voting control with respect to 1,464,800 shares.

(2)

Includes 292,226 shares that Mr. Scully may be deemed to beneficially own as sole general partner of Cranberry Lake Partners, a family limited partnership; as president of Phoebe Snow Foundation, a private foundation; as beneficiary of a retirement account; as general partner of Netcong Newton, an investment partnership; and 2,258 shares owned individually. Also includes options to purchase 9,968 shares that are currently exercisable.

(3)

Includes 446,816 shares that Mr. Oberndorf may be deemed to beneficially own through his control of family trusts and through his ownership of options to purchase 9,968 shares that are currently exercisable.

(4)

As general partner of SPO Partners II, L.P. and San Francisco Partner II, L.P., SPO Advisory Corp. may be deemed to share investment and voting control with respect to these shares. Messrs. Scully, Oberndorf and Patterson are the three controlling persons of SPO Advisory Corp.

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*

less than 1%.

(1)

See the Footnotes for Messrs. Oberndorf and Scully on page 9.

(2)

Includes 72,488 shares owned by Group Management Inc. and 64,483 shares owned by Bonderman Family Limited Partnership which Mr. Bonderman may be deemed to beneficially own.

(3)

Includes 9,968 option shares granted under the Non-Employee Directors Stock Option Plan which are currently exercisable.

(4)

Includes 504,000, 51,666, 28,997, 27,725 and 37,902 option shares for Messrs. Roemer, Rhoades, Reynolds, Aldworth and Buchardt, respectively, granted under the 1995 Stock Option Plan, which are currently exercisable.

(5)

Includes 28,120 shares held in a trust of which Mr. White’s spouse is the beneficial owner, and 5,643 option shares granted under the Non-Employee Directors Stock Option Plan which are currently exercisable.

(6)

Includes 3,408 shares owned by Mr. Brown and 8,818 shares granted under the Non-Employee Directors Stock Option Plan which are currently exercisable.

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E)

OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)

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(1)

ProQuest has never granted stock appreciation rights under ProQuest’s Long-term Incentive Plan.

(2)

This column represents the number of options granted to each named executive officer in fiscal year 2001. Except for Mr. Roemers options, these options have a ten year term and become exercisable in 33.3% annual increments commencing on the first anniversary of the date of the grant. The exercise price is equal to the fair market value of the shares covered by each option on the date each option was granted.

(3)

Mr. Roemer’s options grant and vesting treatment is described in the section on CEO Compensation on page 6.

(4)

Replacement grant; carries same expiration date as original grant.

(5)

Amounts in these columns represent the potential value which a holder of the option may realize at the end of the option’s term assuming the annual rates of growth in the above columns. The value of the options has not been discounted to reflect present values. These amounts are not intended to forecast possible future appreciation, if any, of ProQuest’s stock price.

(6)

These options contain a replacement option feature. When the option’s exercise price is paid (or, in the case of a non-qualified stock option, when the option’s exercise price or the withholding taxes resulting on exercise of that option are paid) with shares of ProQuest’s common stock, a replacement option is granted for the number of shares used to make that payment. The replacement option has an exercise price equal to the fair market value of ProQuest’s common stock on the date the replacement option is granted, is exercisable in full six months after the date of grant, and has a term expiring on the expiration date of the original option.

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(1)

ProQuest has never granted stock appreciation rights under ProQuest’s Long-term Incentive Plan.

(2)

Value is calculated as of December 28, 2001 and is equal to the number of shares of common stock multiplied by the closing price of a share of ProQuest’s common stock. The closing price was $34.07 on December 28, 2001 (the last trading day of fiscal 2001).

(3)

Value is calculated based upon the difference between the per-share option exercise price and the market value of a share of ProQuest’s common stock on the date of exercise, multiplied by the applicable number of shares.

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(1)

See discussion of CEO Compensation on page 6.

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A)

VOTING SECURITIES

B)

VOTE REQUIRED FOR APPROVAL

C)

MANNER FOR VOTING PROXIES

D)

VOTING ON THE INTERNET OR VIA TELEPHONE

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1.

Read the accompanying Proxy Statement and Proxy Card.

2.

Call the toll-free number

1-877-PRX-VOTE (1-877-779-8683).

3.

Enter your Voter Control Number located on your Proxy Card above your name.

4.

Follow the recorded instructions.

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1.

Read the accompanying Proxy Statement and Proxy Card.

2.

Go to the Website http://www.proquestcompany.com.

3.

Enter your Voter Control Number located on your Proxy Card above your name.

4.

Follow the instructions provided.

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DETACH HERE ZPQUC1

1.

Election of Directors.