Form SC 13D/A BOOKS A MILLION INC Filed by: Anderson BAMM Holdings LLC

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July 14, 2015 6:03 AM EDT

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 17)*

Books-A-Million, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

098570-10-4

(CUSIP Number)

Abroms & Associates, P.C.

201 S. Court Street, Suite 610

Florence, Alabama 35630

(256) 767-0740

Attention: Martin R. Abroms

Copy to:

Munger, Tolles & Olson LLP

355 South Grand Avenue

Los Angeles, California 90071

(213) 683-9100

Attention: Mary Ann Todd

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

July 13, 2015

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 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 disclosures provided in a prior cover page.

The information required on 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).

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON ANDERSON BAMM HOLDINGS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 1,513,302
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,513,302
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON CHARLES C. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 183,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 183,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON HILDA B. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 14,111
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 14,111
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON JOEL R. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 1,614,874
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,614,874
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON CHARLES C. ANDERSON, JR.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 580,422
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 580,422
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON CHARLES C. ANDERSON, III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 23,794
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 23,794
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON TERRENCE C. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 719,114
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 699,210
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON CLYDE B. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 3,299,425
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,980,121
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON HAROLD M. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 684,335
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 684,335
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON HAYLEY ANDERSON MILAM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 25,380
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 25,380
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON ASHLEY RUTH ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 84,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 84,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON THE ASHLEY ANDERSON TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ALABAMA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 84,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 84,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON LAUREN A. ANDERSON IRREVOCABLE TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TENNESSEE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 25,380
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 25,380
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON OLIVIA BARBOUR ANDERSON 1995 TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ALABAMA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,200
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,200
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON ALEXANDRA RUTH ANDERSON IRREVOCABLE TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ALABAMA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,200
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,200
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON FIRST ANDERSON GRANDCHILDREN’S TRUST FBO CHARLES C. ANDERSON, III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 11,224
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,224
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON FIRST ANDERSON GRANDCHILDREN’S TRUST FBO HAYLEY E. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 11,224
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,224
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON FIRST ANDERSON GRANDCHILDREN’S TRUST FBO LAUREN A. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 11,224
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,224
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON SECOND ANDERSON GRANDCHILDREN’S TRUST FBO ALEXANDRA R. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 11,224
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,224
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON THIRD ANDERSON GRANDCHILDREN’S TRUST FBO TAYLOR C. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 11,224
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,224
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON FOURTH ANDERSON GRANDCHILDREN’S TRUST FBO CARSON C. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 11,224
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,224
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON FIFTH ANDERSON GRANDCHILDREN’S TRUST FBO HAROLD M. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 11,224
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,224
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON SIXTH ANDERSON GRANDCHILDREN’S TRUST FBO BENTLEY B. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 11,224
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,224
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON THE CHARLES C. ANDERSON FAMILY FOUNDATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ALABAMA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 83,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 83,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON THE JOEL R. ANDERSON FAMILY FOUNDATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ALABAMA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 83,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 83,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON THE CLYDE AND SUMMER ANDERSON FOUNDATION (formerly The Clyde B. Anderson Family Foundation)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ALABAMA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 46,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 46,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON OO

13D


CUSIP No. 098570-10-4


1	NAME OF REPORTING PERSON KAYRITA M. ANDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 20,611
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 20,611
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,879,940 (See Item 2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.6%
14	TYPE OF REPORTING PERSON IN

This Amendment No. 17 (this “Amendment”) amends and supplements the Schedule 13D/A filed on January 29, 2015 (as previously amended, this “Schedule 13D”) by the Reporting Persons (who are listed below as signatories to this Amendment) with respect to the Common Stock, par value $0.01 (the “Shares”), of Books-A-Million, Inc., a Delaware corporation, 402 Industrial Lane, Birmingham, Alabama 35211 (the “Issuer”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the original Schedule 13D and prior amendments hereto.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following after the final paragraph thereof:

It is anticipated that the funding required for the transaction contemplated by the Merger Agreement (as defined below) and as further described in Item 4 below (the “Transaction”) will be approximately $21 million. The Transaction is expected to be financed through borrowings drawn under the Issuer’s existing credit facility.

In addition, the Reporting Persons entered into a Rollover Letter, dated July 13, 2015 (the “Rollover Letter”), among the Reporting Persons and Family Acquisition Holdings, Inc., a Delaware Corporation (“Parent”). Pursuant to the Rollover Letter, the Reporting Persons will, subject to the terms and conditions contained therein and immediately prior to the effective time of the Merger (as defined below), contribute approximately 8,879,940 Shares, consisting of all of the Shares owned by Reporting Persons (the “Rollover Shares”) to Parent in exchange for equity interests in Parent. The Rollover Letter is filed as Exhibit 19 hereto and is incorporated by reference into this Item 3. The foregoing description of the Rollover Letter does not purport to be complete, and is qualified in its entirety by reference to the full text thereof.

In addition, certain members of the management of the Issuer may enter into agreements substantially similar to the Rollover Letter whereby they will contribute Shares and restricted stock awards to Parent in exchange for equity interests in Parent.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following after the final paragraph thereof:

On July 13, 2015, Parent, Family Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”). At the effective time of the Merger (as defined below), each issued and outstanding share of the Issuer (other than shares owned by the Issuer, Parent and Sub (which will include at the effective time all the shares held by the Reporting Persons) and those holders who have properly exercised dissenters’ rights under Delaware law) will be converted into the right to receive $3.25 per share, in cash, without interest, and Sub will merge with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

The closing of the Merger (the “Closing”) is subject to a non-waivable majority of the minority vote condition and is also subject to other conditions, including, among others, (i) the drawdown of funds from the Issuer’s existing credit facility in an amount sufficient to fund the Transaction and delivery of a customary solvency opinion and (ii) the total number of Shares held by persons exercising dissenters’ rights not exceeding 10% of the issued and outstanding Shares of the Issuer.

No assurances can be given that the Merger will be consummated.

If the Merger is consummated, the Reporting Persons expect that the Issuer’s management team would remain in place and that its Board of Directors would consist of certain members of the Anderson family and outside directors, in each case to be determined.

The foregoing description of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 20 hereto and is incorporated by reference into this Item 4.

In connection with the execution of the Merger Agreement, the Reporting Persons entered into the Rollover Letter described in Item 3 above. The Rollover Letter is filed as Exhibit 19 hereto and incorporated by reference into this Item 4. The description of the Rollover Letter does not purport to be complete, and is qualified in its entirety by reference thereto.

Also in connection with the execution of the Merger Agreement, the Reporting Persons entered into a Voting Agreement, dated July 13, 2015, among Parent, the persons listed on the signature pages thereto (the “Purchaser Group Members”) and the Issuer, pursuant to which the Purchaser Group Members agreed, subject to the terms and conditions therein, to vote the Shares over which they have voting power (representing in the aggregate 57.6% of the Company’s total outstanding voting power as of July 13, 2015), in favor of the adoption of the Merger Agreement. The Voting Agreement is filed as Exhibit 21 hereto and is incorporated by reference into this Item 4. The foregoing description of the Voting Agreement does not purport to be complete, and is qualified in its entirety by reference thereto.

The purpose of the Transaction is to acquire all of the outstanding Shares of the Issuer. If the Transaction is consummated, the Shares of the Issuer will be delisted from the NASDAQ Global Select Market and will cease to be registered under the Securities Act of 1933 and the Issuer will be wholly owned by Parent.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) The Reporting Persons may be deemed to beneficially own an aggregate of 8,879,940 Shares, which Shares represent approximately 57.6% of the 15,409,112 Shares which the Issuer has informed the Reporting Persons were outstanding as of July 4, 2015. However, no Reporting Person has the power to vote or dispose of, or to direct the vote or disposition of, the Shares of any other Reporting Person, other than as otherwise set forth herein.


REPORTING PERSON	NUMBER OF SHARES BENEFICIALLY OWNED		PERCENTAGE OF OUTSTANDING SHARES			SOLE VOTING POWER			SHARED VOTING POWER		SOLE DISPOSITIVE POWER			SHARED DISPOSITIVE POWER
Anderson BAMM Holdings, LLC⁽¹⁾		8,879,940		57.6	%		1,513,302			0		1,513,302			0
Charles C. Anderson		8,879,940		57.6	%		183,000	⁽²⁾		0		183,000	⁽²⁾		0
Hilda B. Anderson		8,879,940		57.6	%		14,111			0		14,111			0
Joel R. Anderson		8,879,940		57.6	%		1,614,874	⁽³⁾		0		1,614,874	⁽³⁾		0
Charles C. Anderson, Jr.		8,879,940		57.6	%		580,422			0		580,422			0
Charles C. Anderson, III		8,879,940		57.6	%		23,794			0		23,794			0
Terrence C. Anderson		8,879,940		57.6	%		719,114	⁽⁴⁾		0		699,210	⁽⁴⁾		0
Clyde B. Anderson		8,879,940		57.6	%		3,299,425	⁽⁵⁾		0		2,980,121	⁽⁵⁾		0
Harold M. Anderson		8,879,940		57.6	%		684,335			0		684,335			0
Hayley Anderson Milam		8,879,940		57.6	%		25,380			0		25,380			0
Ashley Ruth Anderson⁽⁶⁾		8,879,940		57.6	%		0			84,000		0			84,000
The Ashley Anderson Trust⁽⁶⁾		8,879,940		57.6	%		84,000			0		84,000			0
Lauren A. Anderson Irrevocable Trust		8,879,940		57.6	%		25,380			0		25,380			0
Olivia Barbour Anderson 1995 Trust		8,879,940		57.6	%		1,200			0		1,200			0
Alexandra Ruth Anderson Irrevocable Trust		8,879,940		57.6	%		1,200			0		1,200			0
First Anderson Grandchildren’s Trust FBO Charles C. Anderson, III		8,879,940		57.6	%		11,224			0		11,224			0
First Anderson Grandchildren’s Trust FBO Hayley E. Anderson		8,879,940		57.6	%		11,224			0		11,224			0
First Anderson Grandchildren’s Trust FBO Lauren A. Anderson		8,879,940		57.6	%		11,224			0		11,224			0
Second Anderson Grandchildren’s Trust FBO Alexandra R. Anderson		8,879,940		57.6	%		11,224			0		11,224			0
Third Anderson Grandchildren’s Trust FBO Taylor C. Anderson		8,879,940		57.6	%		11,224			0		11,224			0
Fourth Anderson Grandchildren’s Trust FBO Carson C. Anderson		8,879,940		57.6	%		11,224			0		11,224			0
Fifth Anderson Grandchildren’s Trust FBO Harold M. Anderson		8,879,940		57.6	%		11,224			0		11,224			0
Sixth Anderson Grandchildren’s Trust FBO Bentley B. Anderson		8,879,940		57.6	%		11,224			0		11,224			0
The Charles C. Anderson Family Foundation⁽⁷⁾		8,879,940		57.6	%		83,000			0		83,000			0
The Joel R. Anderson Family Foundation⁽⁸⁾		8,879,940		57.6	%		83,000			0		83,000			0
The Clyde and Summer Anderson Foundation⁽⁹⁾		8,879,940		57.6	%		46,000			0		46,000			0
Kayrita M. Anderson		8,879,940		57.6	%		20,611			0		20,611			0

(1)

Anderson BAMM Holdings, LLC issued membership interests to certain of the Reporting Persons in exchange for Shares of Common Stock of the Issuer held by such persons, as specified in the ABH LLC Agreement, which was previously filed as Exhibit 2 to this Schedule 13D, as amended by the First Amendment, which was previously filed as Exhibit 4 to this Schedule 13D, the Second Amendment, which was previously filed as Exhibit 5 to this Schedule 13D and which was re-filed with Amendment No. 9 to this Schedule 13D to correct an inadvertent error on Exhibit A thereto, the Third Amendment, which was previously filed as Exhibit 12 to this Schedule 13D, the Fourth Amendment, which was previously filed as Exhibit 15 to this Schedule 13D, and the Fifth Amendment, which was previously filed as Exhibit 17 to this Schedule 13D. See Item 6 of this Schedule 13D.

(2)	Includes 83,000 Shares held by The Charles C. Anderson Family Foundation. Charles C. Anderson is the Chairman of the Board of Directors of the foundation and has sole voting and dispositive power over these Shares.

(3)	Includes 83,000 Shares held by The Joel R. Anderson Family Foundation. Joel R. Anderson is the Chairman of the Board of Directors of the foundation and has sole voting and dispositive power over these Shares.

(4)

Mr. Anderson owns 19,904 Shares of restricted stock, all of which will vest after September 13, 2015. Mr. Anderson has the power to vote all of the restricted Shares. Consequently, the number of Shares set forth under Sole Voting Power includes all 19,904 Shares of restricted stock, but the number of Shares set forth under Sole Dispositive Power does not include any Shares of restricted stock that will not vest within 60 days of July 13, 2015.

(5)

The Shares set forth under Sole Voting Power and Sole Dispositive Power include 46,000 Shares held by The Clyde and Summer Anderson Foundation (formerly The Clyde B. Anderson Family Foundation). Clyde B. Anderson is the Chairman of the Board of Directors of the foundation and has sole voting and dispositive power over these Shares. The Shares set forth under Sole Voting Power and Sole Dispositive Power also include 26,380 Shares held by Clyde B. Anderson in the Books-A-Million, Inc. 401(k) Profit Sharing Plan. Further, Mr. Anderson owns 319,304 Shares of restricted stock, all of which will vest after September 13, 2015. Mr. Anderson has the power to vote all of the restricted shares. Consequently, the number of shares set forth under Sole Voting Power includes all 319,304 Shares of restricted stock, but the number of Shares set forth under Sole Dispositive Power does not include any Shares of restricted stock that will not vest within 60 days of July 13, 2015.

(6)	The Shares over which Ashley Ruth Anderson has shared voting power and shared dispositive power are held of record by The Ashley Anderson Trust.

(7)	These Shares are owned of record by The Charles C. Anderson Family Foundation. Charles C. Anderson has sole voting and dispositive power over these Shares.

(8)	These Shares are owned of record by The Joel R. Anderson Family Foundation. Joel R. Anderson has sole voting and dispositive power over these Shares.

(9)	These Shares are owned of record by The Clyde and Summer Anderson Foundation (formerly The Clyde B. Anderson Family Foundation). Clyde B. Anderson has sole voting and dispositive power over these Shares.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following after the final paragraph thereof:

The descriptions of the Rollover Letter, the Merger Agreement and the Voting Agreement in Item 3 and Item 4 above are incorporated herein by reference.

Certain of the Reporting Persons, consisting of Charles C. Anderson, Joel R. Anderson, Charles C. Anderson, Jr., Terry C. Anderson, Clyde B. Anderson, and Harold M. Anderson, are also parties to the Anderson Family Shareholder Agreement, dated as of January 1, 2005 (the “Family Shareholder Agreement”), which by its terms would become effective upon the Closing and also be binding upon the other Reporting Persons. The Family Shareholder Agreement provides, among other things, for restrictions on transferability, ownership requirements, and certain put and call rights. The Reporting Persons anticipate replacing the Family Shareholder Agreement before the Closing with a new shareholder agreement to which each Reporting Person would be a party, although the terms of any such new agreement have not been determined. The Family Shareholder Agreement is filed as Exhibit 22 hereto and incorporated by reference into this Item 6. The description of the Family Shareholder Agreement does not purport to be complete, and is qualified in its entirety by reference thereto.

Item 7. Material to be Filed as Exhibits


Exhibit No.		Description
1		Group Administration Agreement, dated as of April 9, 2007, by and among the then-current Reporting Persons, containing the appointment of the Group Administrator as attorney-in-fact.(*)

2		Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of April 9, 2007, by and among the Reporting Persons named on this Schedule 13D (other than Kayrita M. Anderson, Ashley Ruth Anderson/The Ashley Anderson Trust, the Family Foundation Reporting Persons and the GRAT Reporting Persons).(*)

3		Joinder to Group Administration Agreement, dated as of September 2, 2008, by and among the Group Administrator and the then-current Reporting Persons.(**)

4		First Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of March 19, 2010, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC.(***)


5		Second Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of March 13, 2012, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC.(****)

6		[Reserved]

7		[Reserved]

8		[Reserved]

9		Proposal Letter, dated April 28, 2012, to the Board of Directors of the Issuer.(*****)

10		Press Release, dated April 30, 2012.(*****)

11		[Reserved]

12		Third Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of July 16, 2012, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC. (******)

13		Withdrawal Letter, dated July 17, 2012, to the Board of Directors of the Issuer. (******)

14		Joinder to Group Administration Agreement, dated as of April 10, 2014, by and between the Group Administrator and the Lauren A. Anderson Irrevocable Trust.(*******)

15		Fourth Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of April 10, 2014, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC.(*******)

16		Amendment to Group Administration Agreement, dated as of October 15, 2014, by the Group Administrator.(********)

17		Fifth Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of October 15, 2014, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC. (********)

18		Proposal Letter, dated January 29, 2015, to the Board of Directors of the Issuer. (*********)

19		Rollover Letter, dated July 13, 2015, between Parent and the Reporting Persons.

20		Agreement and Plan of Merger, dated July 13, 2015, by and among Parent, Merger Sub and the Issuer (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K dated July 13, 2015).

21		Voting Agreement, dated July 13, 2015, between Parent, the Issuer and the Reporting Persons (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K dated July 13, 2015).

22		Anderson Family Shareholder Agreement, dated January 1, 2005, by and among Charles C. Anderson, Joel R. Anderson, Charles C. Anderson, Jr., Terry C. Anderson, Clyde B. Anderson, and Harold M. Anderson.

(*)		Exhibits No. 1 and No. 2 were filed on April 9, 2007.

(**)		Exhibit No. 3 was filed on September 5, 2008.

(***)		Exhibit No. 4 was filed on March 23, 2010.

(****)		Exhibits No. 5 was originally filed on March 19, 2012. Exhibit 5, as corrected, was re-filed on May 3, 2012.



(*****)		Exhibits No. 9 and No. 10 were filed on April 30, 2012.

(******)		Exhibits 12 and 13 were filed on July 20, 2012.

(*******)		Exhibits 14 and 15 were filed on May 22, 2014.

(********)		Exhibits 16 and 17 were filed on October 23, 2014.

(*********)		Exhibit 18 was filed on January 29, 2015.

SIGNATURES

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

Dated: July 13, 2015


ANDERSON BAMM HOLDINGS, LLC

		By:
		*
		Name: Charles C. Anderson
		Title: Director

		*
		Charles C. Anderson

		*
		Hilda B. Anderson

		*
		Joel R. Anderson

		*
		Charles C. Anderson, Jr.

		*
		Charles C. Anderson, III

		*
		Terrence C. Anderson

		*
		Clyde B. Anderson

		*
		Harold M. Anderson



	*
	Hayley Anderson Milam

	*
	Ashley Ruth Anderson

	*
	Kayrita M. Anderson
THE ASHLEY ANDERSON TRUST

	By:	*
	Name: Cumberland Trust Investment Company
	Title: Trustee

LAUREN A. ANDERSON IRREVOCABLE TRUST

	By:	*
	Name: Martin R. Abroms
	Title: Trustee

OLIVIA BARBOUR ANDERSON 1995 TRUST

	By:	*
	Name: Terrence C. Anderson
	Title: Trustee

ALEXANDRA RUTH ANDERSON IRREVOCABLE TRUST

	By:	*
	Name: Charles C. Anderson
	Title: Trustee


FIRST ANDERSON GRANDCHILDREN’S TRUST FBO CHARLES C. ANDERSON, III

	By:	*
	Name: SunTrust Delaware Trust Company
	Title: Trustee

FIRST ANDERSON GRANDCHILDREN’S TRUST FBO HAYLEY E. ANDERSON

	By:	*
	Name: SunTrust Delaware Trust Company
	Title: Trustee

FIRST ANDERSON GRANDCHILDREN’S TRUST FBO LAUREN A. ANDERSON

	By:	*
	Name: SunTrust Delaware Trust Company
	Title: Trustee

SECOND ANDERSON GRANDCHILDREN’S TRUST FBO ALEXANDRA R. ANDERSON

	By:	*
	Name: SunTrust Delaware Trust Company
	Title: Trustee

THIRD ANDERSON GRANDCHILDREN’S TRUST FBO TAYLOR C. ANDERSON

	By:	*
	Name: SunTrust Delaware Trust Company
	Title: Trustee


FOURTH ANDERSON GRANDCHILDREN’S TRUST FBO CARSON C. ANDERSON

	By:	*
	Name: SunTrust Delaware Trust Company
	Title: Trustee

FIFTH ANDERSON GRANDCHILDREN’S TRUST FBO HAROLD M. ANDERSON

	By:	*
	Name: SunTrust Delaware Trust Company
	Title: Trustee

SIXTH ANDERSON GRANDCHILDREN’S TRUST FBO BENTLEY B. ANDERSON

	By:	*
	Name: SunTrust Delaware Trust Company
	Title: Trustee

THE CHARLES C. ANDERSON FAMILY FOUNDATION

	By:	*
	Name: Charles C. Anderson
	Title: Chairman

THE JOEL R. ANDERSON FAMILY FOUNDATION

	By:	*
	Name: Joel R. Anderson
	Title: Chairman


THE CLYDE AND SUMMER ANDERSON FOUNDATION

	By:	*
	Name: Clyde B. Anderson
	Title: Chairman

As attorney-in-fact*
ABROMS & ASSOCIATES, P.C.

	By:	/s/ Martin R. Abroms
	Name: Martin R. Abroms
	Title: President

INDEX TO EXHIBITS


Exhibit No.		Description

19		Rollover Letter, dated July 13, 2015, between Parent and the Reporting Persons.

20		Agreement and Plan of Merger, dated July 13, 2015, by and among Parent, Merger Sub and the Issuer (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K dated July 13, 2015).

21		Voting Agreement, dated July 13, 2015, between Parent, the Issuer and the Reporting Persons (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K dated July 13, 2015).

22		Anderson Family Shareholder Agreement, dated January 1, 2005, by and among Charles C. Anderson, Joel R. Anderson, Charles C. Anderson, Jr., Terry C. Anderson, Clyde B. Anderson, and Harold M. Anderson.

Exhibit 19

July 13, 2015

FAMILY ACQUISITION HOLDINGS, INC.

2801 Highway 280 South, Suite 350

Birmingham, Alabama 35223

Re:

Acquisition of Books-A-Million, Inc.

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), among Family Acquisition Holdings, Inc., a Delaware corporation (“Parent”), Family Merger Sub, Inc., a Delaware corporation (“Sub”) and Books-A-Million, Inc., a Delaware corporation (the “Company”), pursuant to which Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Parent in exchange for the equity of Parent described in Section 1 below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

1. Commitment. Each Rollover Investor (on a several and not joint basis) hereby commits (its “Commitment”), subject to the terms and conditions set forth herein, to transfer, contribute and deliver to Parent, immediately prior to the Effective Time, the number of shares of Common Stock set forth beside its name on Schedule A hereto (the “Rollover Contribution Shares”), free and clear of all Liens (other than any Liens created hereby or under other instruments or agreements delivered to Parent in connection herewith and Liens under applicable securities Laws). In exchange for certificates for the Rollover Contribution Shares (duly endorsed for transfer), Parent will issue to each Rollover Investor a duly executed stock certificate evidencing such number of shares of common stock, par value $0.01 per share, of Parent (the “Parent Shares”) set forth besides such Rollover Investor’s name on Schedule A hereto. No Rollover Investor shall be obligated to contribute to Parent a number of shares of Common Stock in excess of the Rollover Contribution Shares allocable to such Rollover Investor as set forth on Schedule A. The Rollover Contribution Shares will be issued in exchange for Parent Shares, with the value of each Rollover Contribution Share being equal to the per share Merger Consideration.

2. Closing. The closing of the transfer and contribution of the Rollover Contribution Shares and the issuance of the Parent Shares as set forth above (the “Closing”) will take place immediately prior to the Effective Time at such place as shall be designated by Parent. At the

Closing, each Rollover Investor shall deliver to Parent one or more stock certificates evidencing such number of Rollover Contribution Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank. Parent shall deliver to each Rollover Investor a stock certificate evidencing such number of Parent Shares, set forth besides such Rollover Investor’s name on Schedule A hereto.

3. Conditions Precedent.

(a) The obligations of Parent to consummate the transactions contemplated hereby are subject to (i) the conditions set forth in Section 7.1 and 7.2 of the Merger Agreement being satisfied or waived by Parent other than any conditions that by their nature are to be satisfied at the Closing, but subject to the substantially concurrent satisfaction of such conditions, and (ii) the substantially contemporaneous closing of the Merger.

(b) The obligations of each Rollover Investor to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to (i) the conditions set forth in Section 7.1 and 7.2 of the Merger Agreement being satisfied or waived by Parent other than any conditions that by their nature are to be satisfied at the Closing, but subject to the substantially concurrent satisfaction of such conditions, and (ii) the substantially contemporaneous closing of the Merger.

4. Termination. The obligation of each Rollover Investor hereunder will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms or (b) the Closing, at which time the obligation will be fulfilled.

5. No Modification; Entire Agreement. This Agreement may not be amended, modified or supplemented except by an agreement in writing signed by Parent and the Rollover Investors that collectively own a majority of the Rollover Contribution Shares. This Agreement constitutes the sole and entire agreement of the Rollover Investors or any of their respective affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

6. Parties in Interest; No Third Party Beneficiaries. (i) This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by Parent and the Rollover Investors, (ii) nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than Parent and the Rollover Investors) any legal or equitable right, benefit or remedy of any nature whatsoever, and (iii) Parent’s creditors shall have no right to enforce, or to cause Parent to enforce, this Agreement; provided, however, that Books-A-Million, Inc., a Delaware corporation is an intended third-party beneficiary of this Agreement and is entitled to enforce this Agreement in accordance with its terms.

7. Governing Law; Submission to Jurisdiction; Venue; Specific Performance.

(a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

(b) Each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement in any court other than a court in the State of Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court, and (iv) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (i) the action in any such court is brought in an inconvenient forum, (ii) the venue of such action is improper or (iii) this Agreement or the subject matter hereof may not be enforced in or by such courts.

(c) The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party to this Agreement (i) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (ii) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

8. No Assignment. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights or liabilities (including the Commitments) under this Agreement without the prior written consent of the other parties to this Agreement, which any such party may withhold in its absolute sole discretion. Notwithstanding the foregoing, (a) Parent may transfer or assign, in its sole discretion, its rights or obligations under this Agreement (including all or any portion of the Commitment of each Rollover Investor), in whole or from time to time in part to one or more of its direct or indirect wholly-owned subsidiaries; provided that any such transfer or assignment shall not relieve Parent of its obligations hereunder and (b) a Rollover Investor may assign all or a portion of its obligation to transfer, contribute and deliver the Rollover Contribution Shares to the extent such Rollover Contribution Shares were permitted to be transferred under the voting agreement by and among Parent and the stockholders party thereto, dated as of the date hereof, to a Permitted Transferee (as defined therein) and such shares were so transferred; provided that (i) the transferee agrees in a writing reasonably acceptable to Parent to assume all of the transferor’s obligations hereunder and (ii) any such transfer or assignment shall not relieve such transferor of its obligations hereunder. Any purported assignment in violation of the foregoing shall be void.

9. Representations and Warranties. Each Rollover Investor represents, warrants and agrees to the representations, warranties and agreements made by such Rollover Investor pursuant to Annex A, as of the date hereof and as of the Closing. Each of the representations, warranties and agreements of each Rollover Investor contained in this Agreement shall survive the Closing. No representation, warranty, inducement, promise understanding or condition not set forth in this Agreement has been made or relied upon by any of the parties to this Agreement.

10. Expenses. Each Rollover Investor agrees to pay to Parent his, her or its proportionate share of $1,500,000, as reflected on Schedule A, concurrently with the execution of this Agreement. In the event of a termination of this Agreement, Parent agrees to distribute any remaining portion of such amount, after the satisfaction of all fees and expenses owed by Parent and Sub, to the Rollover Investors on a proportionate basis.

11. Miscellaneous.

(a) From time to time, at Parent’s reasonable request and without further consideration, each Rollover Investor shall take all further action, and execute and deliver or cause to be executed or delivered such additional documents, as may be reasonably necessary to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

(b) Any consent, approval, notice, request or demand required or permitted by this Agreement must be in writing and shall be deemed to have been given when actually received by the party to whom notice is sent.

(c) The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any person or any circumstance, is invalid or unenforceable in any jurisdiction, then (i) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the end that the transactions contemplated hereby are consummated to the extent possible and (ii) the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

(d) This Agreement may be executed in one or more counterparts (including by facsimile or electronic (i.e., PDF) transmission), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

(e) The parties (i) intend that the transactions contemplated hereby will be treated as tax-free exchanges pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”) and any analogous provision of state or local law, (ii) unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or any analogous provision of state or local law, agree to report such transactions in accordance with such treatment on any applicable tax return or attachment thereto, and (iii) to the extent applicable, will comply with the reporting requirements set forth in Treasury Regulations Section 1.351-3 and any analogous provision of state or local law.

(f) The agreements, obligations, representations and warranties of the Rollover Investors hereunder shall be several and not joint.

[SIGNATURE PAGE FOLLOWS]


Very truly yours,

FAMILY ACQUISITION HOLDINGS, INC.

By:		/s/ Clyde B. Anderson
Name:		Clyde B. Anderson
Title:		President


Agreed to and accepted:

ANDERSON BAMM HOLDINGS, LLC

	By:	/s/ Charles C. Anderson
	Name:	Charles C. Anderson
	Title:	Director

	/s/ Charles C. Anderson
	Charles C. Anderson

	/s/ Hilda B. Anderson
	Hilda B. Anderson

	/s/ Joel R. Anderson
	Joel R. Anderson

	/s/ Charles C. Anderson, Jr.
	Charles C. Anderson, Jr.

	/s/ Charles C. Anderson, III
	Charles C. Anderson, III

	/s/ Terrence C. Anderson
	Terrence C. Anderson


		/s/ Clyde B. Anderson
		Clyde B. Anderson

		/s/ Harold M. Anderson
		Harold M. Anderson

		/s/ Hayley Anderson Milam
		Hayley Anderson Milam

		/s/ Ashley Ruth Anderson
		Ashley Ruth Anderson

		/s/ Kayrita M. Anderson
		Kayrita M. Anderson

THE ASHLEY ANDERSON TRUST

		By: /s/ Cumberland Trust Investment Company
		Name: Cumberland Trust Investment Company
		Title: Trustee

LAUREN A. ANDERSON IRREVOCABLE TRUST

		By: /s/ Martin R. Abroms
		Name: Martin R. Abroms
		Title: Trustee

OLIVIA BARBOUR ANDERSON 1995 TRUST

		By: /s/ Terrence C. Anderson
		Name: Terrence C. Anderson
		Title: Trustee

ALEXANDRA RUTH ANDERSON IRREVOCABLE TRUST

		By: /s/ Charles C. Anderson
		Name: Charles C. Anderson
		Title: Trustee


FIRST ANDERSON GRANDCHILDREN’S TRUST
FBO CHARLES C. ANDERSON, III

		By: /s/ Sun Trust Delaware Trust Company
		Name: SunTrust Delaware Trust Company
		Title: Trustee

FIRST ANDERSON GRANDCHILDREN’S TRUST
FBO HAYLEY E. ANDERSON

		By: /s/ Sun Trust Delaware Trust Company
		Name: SunTrust Delaware Trust Company
		Title: Trustee

FIRST ANDERSON GRANDCHILDREN’S TRUST
FBO LAUREN A. ANDERSON

		By: /s/ Sun Trust Delaware Trust Company
		Name: SunTrust Delaware Trust Company
		Title: Trustee

SECOND ANDERSON GRANDCHILDREN’S TRUST FBO ALEXANDRA R. ANDERSON

		By: /s/ Sun Trust Delaware Trust Company
		Name: SunTrust Delaware Trust Company
		Title: Trustee

THIRD ANDERSON GRANDCHILDREN’S TRUST FBO TAYLOR C. ANDERSON

		By: /s/ Sun Trust Delaware Trust Company
		Name: SunTrust Delaware Trust Company
		Title: Trustee

FOURTH ANDERSON GRANDCHILDREN’S TRUST FBO CARSON C. ANDERSON

		By: /s/ Sun Trust Delaware Trust Company
		Name: SunTrust Delaware Trust Company
		Title: Trustee


FIFTH ANDERSON GRANDCHILDREN’S TRUST
FBO HAROLD M. ANDERSON

		By: /s/ Sun Trust Delaware Trust Company
		Name: SunTrust Delaware Trust Company
		Title: Trustee

SIXTH ANDERSON GRANDCHILDREN’S TRUST
FBO BENTLEY B. ANDERSON

		By: /s/ Sun Trust Delaware Trust Company
		Name: SunTrust Delaware Trust Company
		Title: Trustee

THE CHARLES C. ANDERSON FAMILY FOUNDATION

		By: /s/ Charles C. Anderson
		Name: Charles C. Anderson
		Title: Chairman

THE JOEL R. ANDERSON FAMILY FOUNDATION

		By: /s/ Joel R. Anderson
		Name: Joel R. Anderson
		Title: Chairman

THE CLYDE AND SUMMER ANDERSON FOUNDATION

		By: /s/ Clyde B. Anderson
		Name: Clyde B. Anderson
		Title: Chairman

SPOUSAL CONSENT

I, , spouse of (the “Rollover Investor”), have read and approve of the foregoing Rollover Letter, dated as of July 13, 2015, together with all schedules and attachments thereto (collectively, the “Agreement”), by and between my spouse and Family Acquisition Holdings, Inc. (“Parent”). In consideration of Parent and Sub’s entry into the Agreement, I hereby appoint the Rollover Investor as my attorney-in-fact in respect to the exercise or waiver of any rights under the Agreement, and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares subject thereto under the community property laws of the State of , or under similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated:

“Spouse of Rollover Investor”

(Signature)

(Print Name)

Schedule A


Rollover Investor	Rollover Contribution Shares		Parent Shares		Expense Payment
1. Anderson BAMM Holdings, LLC		1,513,302		1513.30	$	255,627
2. Charles C. Anderson		100,000		100.00	$	16,892
3. Hilda B. Anderson		14,111		14.11	$	2,384
4. Joel R. Anderson		1,531,874		1,531.87	$	258,764
5. Terrence C. Anderson		719,114		719.11	$	121,473
6. Clyde B. Anderson		3,253,425		3,253.43	$	549,569
7. Charles C. Anderson, Jr.		580,422		580.42	$	98,045
8. Harold M. Anderson		684,335		684.34	$	115,598
9. Kayrita Anderson		20,611		20.61	$	3,482
10. Charles C. Anderson, III		23,794		23.79	$	4,019
11. The Ashley Anderson Trust		84,000		84.00	$	14,189
12. Hayley Anderson Milam		25,380		25.38	$	4,287
13. Lauren A. Anderson Irrevocable Trust		25,380		25.38	$	4,287
14. Olivia Barbour Anderson 1995 Trust		1,200		1.2	$	203
15. Alexandra Ruth Anderson Irrevocable Trust		1,200		1.2	$	203


16. First Anderson Grandchildren’s Trust FBO Charles C. Anderson, III	11,224	11.22	$	1,896
17. First Anderson Grandchildren’s Trust FBO Hayley E. Anderson	11,224	11.22	$	1,896
18. First Anderson Grandchildren’s Trust FBO Lauren A. Anderson	11,224	11.22	$	1,896
19. Second Anderson Grandchildren’s Trust FBO Alexandra R. Anderson	11,224	11.22	$	1,896
20. Third Anderson Grandchildren’s Trust FBO Taylor C. Anderson	11,224	11.22	$	1,896
21. Fourth Anderson Grandchildren’s Trust FBO Carson C. Anderson	11,224	11.22	$	1,896
22. Fifth Anderson Grandchildren’s Trust FBO Harold M. Anderson	11,224	11.22	$	1,896
23. Sixth Anderson Grandchildren’s Trust FBO Bentley B. Anderson	11,224	11.22	$	1,896
24. The Charles C. Anderson Family Foundation	83,000	83.00	$	14,020
25. The Joel R. Anderson Family Foundation	83,000	83.00	$	14,020
26. The Clyde and Summer Anderson Foundation	46,000	46.00	$	7,770

Annex A

Each Rollover Investor represents and warrants to Parent, as follows:

It has the legal capacity and authority to execute, deliver and perform his, her or its obligations under this Agreement. The execution and delivery by the Rollover Investor of this Agreement, the performance by such Rollover Investor of his, her or its obligations hereunder and the consummation by such Rollover Investor of the transactions contemplated by this Agreement have been duly and validly authorized by such Rollover Investor and no other actions or proceedings on the part of such Rollover Investor are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Rollover Investor and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a legal, valid and binding agreement of such Rollover Investor enforceable against such Rollover Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

The execution and delivery of this Agreement by the Rollover Investor do not, and the performance by such Rollover Investor of his, her or its obligations under this Agreement and the consummation by such Rollover Investor of the transactions contemplated by this Agreement, will not: (a) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, consent, termination, cancelation or acceleration of any obligation or loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon his, her or its Rollover Contribution Shares under, any provision of (i) any charter or organizational documents of such Rollover Investor, (ii) any Contract to which such Rollover Investor is party or by which any of his, her or its Rollover Contribution Shares is bound and (iii) any Order or Law applicable to such Rollover Investor or his, her or its Rollover Contribution Shares or (b) require any consent of, or registration, declaration or filing with, notice to, or permit from, any Person or Governmental Entity (other than any notices or filings as may be required by applicable Law in connection with this Agreement and the transactions contemplated hereby), except, in the case of clauses (a) and (b) above, any such items that, individually or in the aggregate, would not be expected to be materially adverse with respect to the ability of such Rollover Investor to timely perform any of its obligations hereunder in any material respect).

The Rollover Investor is the sole record holder of the Rollover Contribution Shares and has good and marketable title to all of his, her or its Rollover Contribution Shares, and upon transfer, contribution and delivery of the Rollover Contribution Shares to Parent, such Rollover Investor will transfer the same free and clear of any Liens (other than any Liens created hereby or under other instruments or agreements delivered to Parent in connection herewith and Liens under applicable securities Laws).

The Rollover Investor is: (a) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act and (b) acquiring the Parent Shares for such Rollover Investor’s own benefit and account for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof. The Rollover Investor agrees that the Rollover Investor will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Parent Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Parent Shares), except in compliance with (i) the Securities Act and the rules and regulations of the SEC thereunder, (ii) applicable state and non-U.S. securities or “blue sky” laws and (iii) the provisions of this Agreement and any other agreement among the Rollover Investors.

5.	The Rollover Investor has:

(a) such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the Parent Shares, contemplated by this Agreement including the risk that the Rollover Investor could lose the entire value of those securities, and has so evaluated the merits and risks of such purchase, and can bear any loss associated with an investment in those securities;

(b) been given access to and an opportunity to examine such documents, materials and information concerning Parent as Rollover Investor deems to be necessary or advisable in order to reach an informed decision as to an investment in Parent, to the extent that Parent possesses such information, has carefully reviewed and understands these materials and has had answered to Rollover Investor’s full satisfaction any and all questions regarding such information, and is familiar with the business and financial condition and operations of Parent and the Company; and

(c) made such independent investigation of Parent, its management, and related matters as Rollover Investor deems to be necessary or advisable in connection with the acquisition of the Parent Shares contemplated by this letter agreement.

Exhibit 22

ANDERSON FAMILY SHAREHOLDER AGREEMENT

Books-A-Million, Inc.

This Agreement is dated this 1st day of January, 2005, and is made by and among Charles C. Anderson, Joel R. Anderson, Charles C. Anderson, Jr., Terry C. Anderson, Clyde B. Anderson, and Harold M. Anderson (collectively, the “Shareholders” and individually, a “Shareholder”).

WITNESSETH

Shareholders own voting shares of the capital stock of Books-A-Million, Inc., a Delaware corporation (the “Corporation”), as well as several other corporations, including Anderson Media Corporation, a Delaware corporation; ANCO Far East Limited, a Hong Kong limited company; American Promotional Events, Inc., a Delaware corporation; C. R. Gibson, Inc., a Georgia corporation; Anderson Press Incorporated, an Alabama corporation; and The Clark Group, Inc., a Delaware corporation; and magazines.com Inc., a Delaware corporation (in fact, controlled indirectly by the Shareholders through ownership of AninMag, LLC and Anderson Media Corporation); and each successor to each such business entity, provided the Shareholders have the right or the voting power in fact to elect the majority of the Board of Directors of such successor (collectively, the Corporation and all these other named corporations and their defined successors are referred to herein as the “Requisite Affiliates”).

THIS AGREEMENT SHALL BE EFFECTIVE ONLY IF THE CORPORATION’S SHARES ARE NO LONGER PUBLICLY TRADED ON A SECURITIES EXCHANGE AND ANDERSON FAMILY MEMBERS HAVE THE VOTING POWER TO ELECT A MAJORITY OF THE BOARD OF DIRECTORS. UPON THE OCCURRENCE OF ANY SUCH EVENT, THE SHAREHOLDERS SHALL CAUSE THE CORPORATION TO BECOME A PARTY TO THIS AGREEMENT AND TO AGREE TO THE TERMS AND PROVISIONS HEREOF.

Shareholders desire to set forth certain practices and procedures relating to the ownership of shares of the Corporation, among which are the following:

a. The policies and procedures set forth herein apply to all shares in the Corporation owned by any Anderson Family Member. For purposes of this Agreement, an Anderson Family Member is defined as Charles C. Anderson, Joel R. Anderson and each of their respective lineal descendants.

b. Owners of shares in the Corporation must be either (i) persons who are directors and/or officers of the Corporation or (ii) Anderson Family Members who are directors and/or officers of one or more Requisite Affiliates or who have been an officer of the Corporation or a Requisite Affiliate for more than 20 years. The number of Corporation shares owned by an Anderson Family Member will be based on the individual’s length of service and contribution to the success of the Corporation as determined by the Corporation’s board of directors. The value of an individual’s contribution is measured over time and not specifically related to any one event or activity. An Anderson Family Member serving as the Corporation’s Chief Executive Officer will have significantly more shares than the average number of shares owned by other Anderson Family Members but in no event more than Thirty Three percent (33%) of the

Corporation’s outstanding shares. Persons who are directors or officers of the Corporation but who are not Anderson Family Members should not own more than Five percent (5%), in the aggregate, of the Corporation’s outstanding capital stock. Moreover, in no event should the Chief Executive Officer of the Corporation, his/her lineal descendants, and the management of the Corporation own, in the aggregate, more than Forty-Nine percent (49%) of the Corporation’s outstanding shares. Notwithstanding the foregoing limits on ownership of the Corporation’s outstanding capital stock, all existing ownership on the date of this Agreement is expressly approved. In cases where current ownership exceeds the foregoing limits, the Corporation’s Board of Directors will act to cure the excess over time as opportunities for transfers occur and circumstances warrant.

c. Anderson Family Members should be encouraged to seek employment with the Corporation or a Requisite Affiliate. After an Anderson Family Member becomes an officer of the Corporation, he/she should be given an opportunity to become an equity owner in the Corporation at such time and in such amount as such person’s ability and contribution warrant as determined by the Corporation’s Board of Directors. Once an Anderson Family Member owns shares in the Corporation, he/she should be given the opportunity to own shares in each of the Requisite Affiliates at such time and in such amount as such person’s ability and contribution warrant as determined by the Board of Directors of the Requisite Affiliate. Generally, such acquisitions should take place in such a manner as to dilute all other owners pro rata.

In addition to the foregoing, Shareholders and the Corporation have concluded after due deliberation that it is in their mutual best interest to restrict the transfer of their shares in certain instances and to provide for the purchase and sale of the Corporation’s shares under specified conditions, in particular the termination of a Shareholder’s involvement in the business of the Corporation and the Requisite Affiliates as hereinafter described. The right of the Corporation to acquire a Shareholder’s shares on the terms and conditions described herein is referred to as a “Call,” and the right of a Shareholder to sell his/her shares to the Corporation on the terms and conditions herein described is referred to as a “Put.” Shares being acquired by the Corporation pursuant to the exercise of a Put or a Call are referred to as “Redemption Shares”

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other valuable consideration, the receipt of which is acknowledged, the parties to this Agreement agree as follows:

1. A Shareholder shall not sell, gift, transfer, assign, encumber or pledge, in whole or in part, or grant any option to purchase, any shares in the Corporation except as provided herein.

2. INTENTIONALLY OMITTED.

3. Except for a Shareholder who has been an officer of the Corporation or one or more Requisite Affiliates for 20 years or more, at any time after a Shareholder ceases to be a director, officer, or employee of the Corporation or a Requisite Affiliate, the Corporation shall have the right and option to Call, and the Shareholder or his/her successors shall have the right and option to Put, all (but not less than all) of the Shareholder’s shares in the Corporation, and if either the Call or the Put is exercised, the Shareholder shall sell, and the Corporation shall

purchase, each such Redemption Share from the Shareholder or his/her successors at a price equal to the Current Per Share Value, as defined in Section 7 below. A Shareholder who has been an officer of the Corporation or one or more Requisite Affiliates for 20 years or more shall not be subject to the Call or Put provided in this Section 3 except in the case of death, but such Shareholder shall be subject to the Puts and Calls described in Sections 4 and 5 below. At any time after a Shareholder’s death, regardless of the Shareholder’s length of service to the Corporation or any Requisite Affiliate, the Call or Put set forth in this Section 3 may be exercised. A Shareholder who is not a director, officer or employee of the Corporation or a Requisite Affiliate but whose shares in the Corporation have not been Called or Put is eligible to be elected as a director or officer of the Corporation in the same manner as any other Shareholder.

4. When a Shareholder reaches age 65, the Corporation shall purchase, and the Shareholder shall sell, one half of such Shareholder’s shares in the Corporation, at the Current Per Share Value. Simultaneously with the transfer of the Redemption Shares pursuant to this Section 4, the Shareholder shall resign as Chief Executive Officer, if he/she is holding such office at such time. The Shareholder may be elected as Chairman of the Board or Chairman of the Executive Committee as the Board of Directors may determine.

5. When a Shareholder reaches age 70, the Corporation shall purchase, and the Shareholder shall sell, all of the Shareholder’s shares in the Corporation at the Current Per Share Value. In addition, the Shareholder shall resign as a director and from all offices held in the Corporation. The Corporation may retain the Shareholder as a consultant on such terms and conditions as the Corporation and the Shareholder may agree, except that the Shareholder may not own shares in the Corporation, serve as director, or hold office.

6. Promptly upon the exercise of a Put or a Call, the Corporation shall either (i) assign its rights to acquire the Redemption Shares, or (ii) offer to sell the Redemption Shares, in either case, as follows:

(a) To the Chief Executive Officer, provided he/she is an Anderson Family Member, until he/she has reached the Thirty-Three percent (33%) limit set forth above, then

(b) To other Anderson Family Members who are officers of the Corporation as the Board of Directors may determine, then

(c) To other Anderson Family Members who are not officers of the Corporation but are directors of the Corporation or directors or officers of one or more Requisite Affiliates until they reach parity with other Anderson Family Members who are not officers of the Corporation, then

(d) To all other Anderson Family Members who are directors or officers of one or more Requisites Affiliate in proportion to their ownership in the Corporation, then

(e) If any Redemption Shares remain, to the Anderson Family Members who accepted the offer to purchase shares pursuant to (d) above, in proportion to their purchase of shares pursuant to (d) above, which process shall be repeated until either all Redemption Shares have been sold or no additional offers are accepted.

Such offers shall be at the Current Per Share Value and such sales shall be closed simultaneously with the purchase of the Redemption Shares.

7. The Current Per Share Value shall be established annually by the Board of Directors of the Corporation within 120 days of the end of each fiscal year. In determining the Current Per Share Value, the Board of Directors shall first engage an independent business appraiser who is accredited by a nationally recognized organization of business valuation experts and who is experienced in valuing business types similar to the Corporation (the “Valuation Expert”). The Board will instruct the Valuation Expert that the valuation sought (the “Independent Valuation”) is to meet the test of “Fair Market Value” defined in IRS Rev. Rul. 59-60, taking into account the lack of marketability of the Corporation’s shares and the lack of control of any Shareholder’s ownership. In engaging the Valuation Expert, the Board will provide or cause the Corporation’s management to provide, in writing and subject to Board approval, such information as the Valuation Expert may require to prepare the Independent Valuation. Such information will include but not necessarily be limited to historical financial and operational information, current activities or events not reflected in the historical information, and management’s description of foreseeable future events, actions or prospects, including projected results of operations, and management’s best judgment of their probability of occurrence. The Board of Directors will review the Independent Valuation and the facts and assumptions used in calculating the Independent Valuation to confirm that they contain no material error or misstatement in the facts and assumptions used and that the valuation approach used is appropriate for the Corporation’s business type. The Independent Valuation approved by the Board shall be binding on each Shareholder and his/her heirs, successors and permitted assigns. The Current Per Share Value so determined shall be effective from the date of such determination and until the Current Per Share Value is re-determined thereafter as herein provided. However, if there is a event which results or is likely to result in a significant change in the Current Per Share Value, then the Current Per Share Value may, at the request of a selling Shareholder or the Corporation, be redetermined in the manner provided in this Section 7 to take such change into account, or if more than 9 months have elapsed since the Current Per Share Value was determined, then either the Corporation or the Shareholder can request that the Current Per Share Value be redetermined in the manner provided in this Section 7.

8. Purchase Terms and Conditions.

(a) Payment of Purchase Price. Except as may otherwise be provided in this Agreement, the purchase price of any shares purchased by the Corporation or its assigns shall be paid by certified or cashier’s check, or wire transfer, at the closing specified in subsection (b). If the purchase price exceeds Twenty Percent (20%) of the aggregate value of the Corporation’s outstanding shares (being the Current Per Share Value, as most recently determined, multiplied by the number of shares outstanding), the Corporation may, if deemed necessary or advisable by the Board of Directors, elect to pay the purchase price in excess of such Twenty Percent (20%) in no more than four (4) equal annual installments, the first of which shall be paid on the first anniversary of the closing specified in subsection (b), with interest on the deferred balance to accrue at the “prime rate” from time to time published in the Wall Street Journal plus 2%. In any event, if any payment to a Shareholder would cause a default under any loan agreement or other agreement for borrowed money to which the Corporation is a party, the Corporation shall have the right to defer such payment, which shall in all events continue to accrue interest at the stated

rate, until such time as the payment can be made without creating such default; provided however, the Corporation shall use its commercially reasonable best efforts to obtain a waiver of the loan provision(s) creating the default or to amend any such agreement so as to permit the payment to be made to the Shareholder without undue delay.

(b) Closing Date. The closing date shall be on or before the 30th day following the Corporation’s exercise of the Call or on or before the 60th day following the Shareholder’s exercise of the Put at a time, place, and date specified in a written notice from the Corporation to the Shareholder setting forth the purchase commitment. If this date is a Saturday, Sunday, or holiday, then the closing shall be held on the first business day thereafter.

(i) The buyer(s) shall deliver to the Shareholder (or his/her successor in interest):

(A)

the payment specified in Subsection (a); and

(B)

an attorney’s opinion, in form and substance satisfactory to the Shareholder, that the purchase is an exempt transaction under the applicable federal and state securities laws.

(ii) The Shareholder (or his/her successor in interest) shall deliver to the buyer(s):

(A)

share certificates or other satisfactory transfer instruments for all the shares that are to be purchased with applicable documentary tax stamps affixed thereto, either duly endorsed in blank for transfer or with duly executed stock powers attached;

(B)

a certificate, dated as of the closing date, containing a representation and warranty that on the closing date the Shareholder has transferred, or caused to be transferred, to the buyer(s) good and marketable title to all the shares in question, free and clear of all claims, equities, liens, charges, and encumbrances; and

(C)

any other documents or agreements required by this Agreement or reasonably requested by the buyer(s).

9. In the event that Anderson Family Members holding not less than 2/3 of the Corporation’s outstanding shares desire to accept an offer to acquire all of the Corporation’s shares owned by the Anderson Family Members for a per share price greater than the Current Per Share Value, then those Anderson Family Members desiring to accept such offer shall have the right to “drag along” the remaining Shareholders to consummate such sale.

10. S Corporation Provisions. During the time the Corporation has in effect a valid election to be taxed as an S Corporation:

(a) A selling Shareholder’s pro rata amount of any taxes required to be paid by the Corporation under Section 1374 of the Internal Revenue Code and on excessive passive income under Section 1375 for the taxable year in which the sale takes place shall be deducted from the price to be paid for the shares, unless such amount was accrued on the fiscal year end balance sheet considered in establishing the Current Per Share Value for the sale by the selling Shareholder. If such amount is not known at the time of closing, then an estimated shall be made for the purpose of effecting the closing, and the actual amount of these taxes attributed to the selling Shareholder shall be calculated on the basis of the amount that would have been due if the Corporation’s taxable year had ended on the closing date. Any reconciliation of the estimate to the actual shall be paid within 30 days after the Corporation gives written notice of the actual amount, which notice shall be given not later than 30 days after the Corporation determines the actual amount. If not paid when due, the unpaid amount shall bear interest at the prime rate as announced in the Wall Street Journal from time to time until paid in full.

(b) The Corporation shall (i) not issue more than one class of stock, if such second class of stock would terminate the Corporation’s S election, (ii) use its best efforts to avoid a termination of its Subchapter S election, and (iii) in the event of a termination of the Subchapter S election, use its best efforts to distribute to each Shareholder his/her net share of its undistributed taxable income, to the extent permitted by law and consistent with its obligations to creditors, within the period when such a distribution will be considered a non-dividend distribution under the Internal Revenue Code then in effect.

(c) Shareholders owning a majority of the issued and outstanding shares of the Corporation may at any time and from time to time agree in writing to direct all Shareholders to consent to a revocation of the Corporation’s Subchapter S election, in which event every Shareholder shall within thirty (30) days thereafter execute and deliver to the Corporation a consent to a revocation of the election in a form meeting the requirements of the Internal Revenue Code.

(d) To the extent the Corporation may lawfully do so and may do so without creating a default under any loan agreement, note, bond, indenture or other agreement to which the Corporation is a party,

(i) the Corporation shall make distributions of cash to the Corporation’s shareholders in an aggregate amount for each taxable year of the Corporation which is not less than the federal and state income taxes payable by the shareholders on account of the income of the Corporation which is taxable to them, assuming that all such income will be taxed at the highest Federal and state rate applicable to the type of income involved; and

(ii) a Shareholder who sells his/her shares pursuant hereto shall nevertheless be entitled to receive, with respect to the Corporation’s taxable year in which such sale occurs, a distribution of cash which is not less than the federal and state income taxes payable with respect to the income for the year of sale allocated to him/her for federal income tax purposes, assuming that all such income will be taxed at the highest applicable federal and state rate, which distribution will be made not later than the filing date of the selling Shareholder’s federal income tax return in which such income is included.

(e) Each Shareholder agrees that he/she will not, without the consent of every other Shareholder, take any action, or make any transfer of his/her shares in the Corporation which will result in the termination or revocation of any S election in effect for the Corporation. Any Shareholder who causes or authorizes a revocation or transfer that terminates an S election shall be liable to the Corporation and to every other Shareholder for any and all damages, liabilities, or costs resulting directly and indirectly therefrom, including, without limitation, any additional federal or state tax liability incurred by the Corporation or any other Shareholder as a result of the improper revocation or termination, and any attorneys’ fees or other costs incurred in computing and collecting any such damages. If the Corporation obtains a waiver of any termination or revocation, the Shareholder shall nonetheless remain liable for any expense the Corporation incurs in obtain such waiver.

11. This Agreement shall be binding upon the parties hereto and their heirs, executors, administrators, personal representatives, successors, assigns, and any other transferee of a Shareholder, subject to any restrictions regarding any such transfers otherwise binding on such Shareholder or such shares. Each proposed transferee shall enter into this Agreement and be bound by the terms of this Agreement as a prerequisite to registration of any shares in the name of the transferee. Failure to sign shall not, however, in any way prevent this Agreement from being binding on the transferee.

12. This Agreement shall apply to all shares that are now or hereafter registered in the Corporation’s records in the name of each Shareholder. It shall also apply to any stock options and any warrants, stock conversion privileges, or any other share rights actually or beneficially now or hereafter owned by a Shareholder in the Corporation and all shares or rights to shares of any other Corporation into which such shares may be changed, or for which they may be exchanged, whether through reorganization, recapitalization, stock split-up, combinations of shares, merger, or consolidation. This Agreement shall also apply to all shares transferred by the Shareholder in accordance with this Agreement and the holders of any such shares.

13. The parties hereto understand and agree that irreparable injury would be caused to each Shareholder and the Corporation by failure to comply with the terms of this Agreement; that in the event of any actual or threatened default in or breach of any of the provisions in this Agreement the party or parties who are aggrieved thereby shall have the right to specific performance and/or an injunction, as well as monetary damages and any other appropriate relief in law or in equity which may be granted by any court in the United States of America; and that all such rights and remedies shall be cumulative and exclusive.

14. This Agreement shall in all respects be subject to, and governed by, the laws of the State of Alabama excluding only the conflicts of laws principles thereof, except to the extent the corporate laws of the state of incorporation of the Corporation apply.

15. The parties hereto expressly acknowledge that this Agreement constitutes the entire contract between the parties concerning transfer restrictions and buy-out rights of the Corporation’s shares and that, unless otherwise provided in this Agreement, any other agreements or understandings, oral or written, of any nature with respect to such matters are hereby superseded and revoked.

16. This Agreement shall not be modified or amended except by means of a writing signed by all the parties hereto.

17. This Agreement shall terminate upon the occurrence of one or more of the following events, or as otherwise provided by law:

(1) dissolution, bankruptcy, or receivership of the Corporation;

(2) the Corporation ceases to conduct all business operations;

(3) by mutual consent of the Shareholders and the Corporation;

(4) upon the issuance of any of the Corporation’s shares sold by means of a public offering that is required to be registered under the federal securities laws; or

(5) upon the transfer of all the shares of the Corporation in connection with a merger, consolidation, or share exchange except (i) a merger, consolidation, or share exchange which effects a mere change in the form or domicile of the corporation without changing the respective shareholdings of the Corporation’s shareholders and (ii) any merger or consolidation or other reorganization transaction in which the Shareholders continue to own a majority of the shares in the surviving entity.

Upon termination, the share certificates held by the Shareholders shall be surrendered to the Corporation, which shall issue new certificates for the same number of shares but without the endorsement required by Section 19. If this agreement is terminated by reason of paragraphs (4) or (5) of this Section 17, the Shareholders agree to enter into an agreement requiring each of them who desires to sell any of his/her shares in the public company or the surviving entity as the case may be, to offer his/her shares to the other Shareholders, pro rata, at the fair market value of such shares, before any transfer of such shares to any non-affiliated third party.

18. Each of the Shareholders represents to the Corporation that all of such Shareholder’s shares in the Corporation have been acquired for investment and not with a view to the sale or distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”); that he/she has no present intention of selling or otherwise disposing of any of such shares for his/her own account and no one else has or will have a beneficial ownership in any of such shares; and that he/she has been advised that the shares have not been registered with the Securities and Exchange Commission or any state securities commission and may not be offered, sold, or otherwise transferred except in compliance with the Securities Act. By his/her acceptance of a certificate evidencing shares of the Corporation, each Shareholder agrees that at no time shall any of the shares be transferred in the absence of (i) an effective registration statement under the Securities Act and applicable state securities laws with respect to such shares at such time, or (ii) an opinion of counsel in form and substance satisfactory to the Corporation and its counsel, to the effect that the proposed transfer at such time will not violate the Securities Act or applicable state securities laws.

19. All share certificates now or hereafter issued by the Corporation shall contain the following statement which shall be conspicuously printed or typed on the front or back of the certificate:

“The shares of stock represented by this Certificate are: (1) subject to the terms of the Agreement dated January 1, 2005, which provides, inter alia, for a restriction on the transfer of the shares, a copy of which may be obtained by the holder hereof without charge on written request to the Corporation; and (2) have not been registered under the federal or any applicable state securities acts and cannot be transferred without an opinion of counsel satisfactory to the Corporation’s legal counsel that such transfer will not violate any such securities laws.”

20. Any and all offers, acceptances, consents, waivers, and other notices required by this Agreement shall be deemed to be sent or delivered when personally delivered to the recipient or when mailed, by certified or registered mail with proper first class postage attached thereto, to the parties hereto — in the case of the Corporation at its registered office as shown in its Articles of Incorporation, and in the case of a Shareholder, at the Shareholder’s address appearing on the books of the Corporation or at such other address as may be designated by the Shareholder. Any notice required to be made within a stated period of time shall be considered timely mailed if deposited before midnight of the last day of the stated period.

21. Each Shareholder acknowledges and agrees that as a shareholder of the Corporation, he/she will obtain certain information about the Corporation, its business, prospects, results, plans, and other matters which the Corporation deems to be confidential.

For so long as a Shareholder owns his/her shares in the Corporation, and for a period of four (4) years thereafter, Shareholder shall not divulge any information obtained from the Corporation, its directors, officers or employees, which the Corporation treats as confidential. If a Shareholder is advised by his/her legal counsel that disclosure of any such information is required pursuant to legal process received by the Shareholder, he/she shall give prompt notice thereof to the Corporation and cooperate with the Corporation to obtain restrictions on the disclosure of such information before making disclosure pursuant to such process.

22. This Agreement supersedes any and all agreements among any of the Shareholders and/or the Corporation relating to the repurchase of the Corporation’s shares.

23. Each Shareholder hereby names and appoints the Corporation as his/her attorney-in-fact for the limited purpose of carrying out any obligation of Shareholder hereunder, including the execution and delivery of any documents necessary or desirable to effect a transfer of the Shareholder’s shares in the event the Shareholder, his/her successors or assigns is not at the closing. This power of attorney is coupled with an interest, is irrevocable, shall survive the death or disability of the Shareholder and shall continue for so long as this Agreement is in effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


/s/ Charles C. Anderson				/s/ Joel R. Anderson
Charles C. Anderson				Joel R. Anderson

/s/ Charles C. Anderson, Jr.				/s/ Terry C. Anderson
Charles C. Anderson, Jr.				Terry C. Anderson

/s/ Clyde B. Anderson				/s/ Harold M. Anderson
Clyde B. Anderson				Harold M. Anderson

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Form SC 13D/A BOOKS A MILLION INC Filed by: Anderson BAMM Holdings LLC

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