UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)
ProQuest Co
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74346P102
(CUSIP Number)
May 1, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[XX] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficiall
y
Owned by
Each
Reporting
Person
With:
5. Sole Voting Power -0-
6. Shared Voting Power 2,326,310
7. Sole Dispositive Power -0-
8. Shared Dispositive Power 2,326,310
9. Aggregate Amount Beneficially Owned by Each Reporting
Person 2,326,310
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 7.8%
12. 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. Citizenship or Place of Organization United States
Number of
Shares
Beneficiall
y
Owned by
Each
Reporting
Person
With:
5. Sole Voting Power -0-
6. Shared Voting Power 2,326,310
7. Sole Dispositive Power -0-
8. Shared Dispositive Power 2,326,310
9. Aggregate Amount Beneficially Owned by Each Reporting
Person 2,326,310
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 7.8%
12. Type of Reporting Person (See Instructions)
IN
________
________
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. Citizenship or Place of Organization United States
Number of
Shares
Beneficiall
y
Owned by
Each
Reporting
Person
With:
5. Sole Voting Power -0-
6. Shared Voting Power 2,326,310
7. Sole Dispositive Power -0-
8. Shared Dispositive Power 2,326,310
9. Aggregate Amount Beneficially Owned by Each Reporting
Person 2,326,310
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 7.8%
12. Type of Reporting Person (See Instructions)
IN
________
________
Item 1.
(a) Name of Issuer
ProQuest Co
(b) Address of Issuer's Principal Executive Offices
777 Eisenhower Parkway, Ann Arbor, MI 48106-1346
Item 2.
(a) The names of the persons filing this statement are:
Stadium Capital Management, LLC ("SCM"), Alexander M.
Seaver ("Seaver"), Bradley R. Kent ("Kent")
(collectively, the "Filers").
(b) The principal business office of the Filers is located
at:
19785 Village Office Court, Suite 101, Bend, OR 97702
(c) For citizenship of Filers, see Item 4 of the cover
sheet for each Filer.
(d) This statement relates to shares of common stock of
the Issuer (the "Stock").
(e) The CUSIP number of the Issuer is: 74346P102
Item 3. If this statement is filed pursuant to rule 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(a)[]Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)[ ]Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ]Insurance co as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)[ ]Investment co registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)[XX] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(f)[]An employee benefit plan or endowment fund
in accordance with section 240.13d-1(b)(1)(ii)(F).
(g)[ ]A parent holding company or control person
in accordance with 240.13d-1(b)(1)(ii)(G)
(h)[ ] A savings association as defined in section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)[ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j)[ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each Filer.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
SCM is an investment adviser whose clients have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Stock. Seaver and Kent are
the Managing Members of SCM.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
See Item 2(a) of this Schedule.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: May ___, 2006
STADIUM CAPITAL MANAGEMENT, LLC
By:
Bradley R. Kent, Manager
Alexander M. Seaver
Bradley R. Kent
CJR\9000\001\1336631.01
CUSIP No. 74346P102
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