Pacific Coast Investment Partners LLC Files 13-D Opposing Workflow Management Merger Proposal
SAN DIEGO–(BUSINESS WIRE)–March 25, 2004
Pacific Coast Investment Partners LLC
— Proposes $205 million recapitalization plan to keep Workflow
— Requests Workflow to seat Seven New Directors including
Empower America’s Jack Kemp and leading executives from
Microsoft and Oracle.
— Requests Workflow to seat Jay Nussbaum of BearingPoint as
Non-Executive Chairman and Robert King, formerly of Corporate
Express, as Chief Executive Officer.
In a 13-D filing made this afternoon with the Securities and Exchange Commission, Pacific Coast Investment Partners LLC, a private investment firm headquartered in San Diego, California (“Pacific Coast”) informed Workflow Management Inc. (NasdaqNM: WORK) that it has made arrangements for a recapitalization plan consisting of a combined total of $175 million of debt and $30 million in equity financing. The proposed debt financing is to be arranged by two well known institutional lenders and is subject to acceptance by Workflow, completion of due diligence, internal approval of the proposed facilities by the institutional lenders, and other ordinary and customary conditions precedent to closing. Several current significant shareholders of Workflow Management have expressed an interest in providing the proposed equity financing at a price of $4.87 per share. The proposed equity financing will be conditioned, in addition to other ordinary and customary conditions precedent to closing, upon the concurrent closing of the proposed debt financing as well as the seating of the additional seven Directors identified by Pacific Coast. Pacific Coast currently holds 455,000 shares of Workflow Management stock.
In its letter to the Board of Workflow, Pacific Coast also put forward a slate of seven Directors to be added to the current Workflow Board in the hopes of avoiding a protracted proxy battle or calling of a special meeting of shareholders. In addition to James Chadwick of Pacific Coast, these proposed directors include:
Jay Nussbaum: Currently EVP of BearingPoint for Worldwide Sales and Business Development and a Director of Northrup Grumman Corporation.
Robert King: Currently Chairman and CEO of Requisite Technology. Mr. King was formerly President and CEO of Corporate Express where under his leadership revenues grew from $60 million to almost $4 billion between 1993 and 1999. Mr. King is also the former President and Chief Executive Officer of FoxMeyer Corporation.
Jack Kemp: Currently Co-Director of Empower America. Mr. Kemp formerly served for 18 years in the United States Congress, was Secretary of Housing and Urban Development and is a former Republican candidate for Vice President of the United States. Mr. Kemp currently sits on the Board of Directors of Oracle Corporation, Velocity Express Corporation, Hawk Corporation and IDT Corporation.
Calvin Aurand, Jr.: Retired Chairman and CEO of Banta Corporation, one of the largest commercial printing and supply chain management services companies in North America, and a current member of the Boards of Schiele Graphics and Wright of Thomasville.
Reginald L. Brown: Currently Oracle Corporation’s Vice President of U.S. Solutions Sales, and Vice President of the Executive Leadership Foundation and an active member of the Executive Leadership Council.
Linda Zecher: Currently Vice President of U.S. Public Sector for Microsoft Corporation, where she is responsible for all of Microsoft’s business in the federal government, state and local government and education markets.
Full biographical information concerning these individuals can be found in the letter sent to Workflow Management’s Board and attached to Pacific Coast’s 13-D filing as Exhibit A. A copy of Pacific Coast’s 13-D filing can be obtained on-line from the SEC’s website located at www.sec.gov.
Pacific Coast indicated in its 13-D filing that Mr. Nussbaum would be willing to serve as the Company’s Non-Executive Chairman and that Mr. King would be willing to serve as the Company’s President and Chief Executive Officer.
In a letter addressed to Workflow’s Board, Mr. Chadwick states: “With the strong leadership and guidance of a revitalized Board and management team, and building on the strength of our recapitalized and refinanced Balance Sheet, we believe that Workflow will in years to come create substantial and lasting increases in shareholder value for the benefit of all of its shareholders, as we absolutely believe, as must WF Holdings, that at $4.87 per share Workflow is dramatically undervalued.”
Mr. Chadwick has also learned that Glass Lewis, a leading provider of proxy advisory services to institutional investors, mutual funds and other fiduciaries, has recommended to its clients that they vote AGAINST the agreement and plan of merger between Workflow Management, Inc. and WF Holdings, Inc., an entity formed and controlled by Perseus, L.L.C. and The Renaissance Group, LLC.
Mr. Chadwick stated, “The Glass Lewis report is further proof that the Board of Directors should immediately focus on an alternative recapitalization plan, instead of the merger proposal. We believe that our Recapitalization Plan is in the best long-term interests of Workflow Management shareholders.”
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