UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Workflow Management, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
98137N109
(CUSIP Number)
Matthew G. Maloney, Esq.
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street NW
Washington, DC 20037
(202) 785-9700
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 29, 2004
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 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 Rule 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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 98137N109
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pacific Coast Investment Partners, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
455,000
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 455,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780,495
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
CUSIP No. 98137N109
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pacific Coast Investment Fund, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
455,000
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 455,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780,495
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 7
CUSIP No. 98137N109
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan J. Ledecky
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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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,325,495
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,325,495
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780,495
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 7
CUSIP No. 98137N109
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 2 to Schedule 13D relates to the common stock,
$0.001 par value per share (the "Shares"), of Workflow Management, Inc., a
Delaware corporation ("Workflow"). The principal executive offices of Workflow
are located at 240 Royal Palm Way, Palm Beach, Florida 33480. This Amendment No.
2 amends and supplements the Schedule 13D initially filed jointly by Pacific
Coast Investment Partners LLC, Pacific Coast Investment Fund, L.P. and Jonathan
J. Ledecky (collectively, the "Reporting Persons") on March 24, 2004, and the
amendment No.1 filed on March 26, 2004. The items of the Schedule 13D are
further amended and supplemented as set forth below.
ITEM 4. PURPOSE OF TRANSACTION:
In an Amendment No.1 to Schedule 13D filed on March 29, 2004, the
Reporting Persons disclosed that they had identified LaSalle Business Credit to
provide Workflow with $115 million in financing to replace the previously
proposed Bank of America financing facilities in the identical amount (see
Exhibit G to Amendment No. 1 to Schedule 13D).
On March 29, 2004, the Reporting Persons were informed that LaSalle
Business Credit was withdrawing its financing proposal as a result of a
non-disclosure agreement that prohibits La Salle from participating in any
refinancing of Workflow's existing credit facility. The Reporting Persons are
currently investigating all facts involved in the withdrawal of the financing
proposal by LaSalle Business Credit, and are evaluating the legal remedies and
responses the Reporting Persons may have against any of the involved parties.
The Reporting Persons have secured a new proposal from a new
institutional lender (Ableco Finance LLC) to provide Workflow with a new senior
revolving credit facility and term loan in the maximum combined amount of $175
million to replace the previously proposed LaSalle Business Credit financing
facilities. The Ableco proposal letter is attached hereto as Exhibit J, which is
incorporated herein by reference.
As set forth more fully in the letter dated April 1, 2004 from PCI
Partners to the Board of Directors of Workflow, a copy of which is attached
hereto as Exhibit K and is incorporated herein by reference, the Reporting
Persons informed the Board that they:
o Secured a new institutional financing proposal in the amount
of $175 million
o Amended its proposal to arrange the purchase of $30 million of
newly issued common at a price of $5.375 per share from the
previously announced $4.87 per share
o Provided support for Workflow's fair market value at no less
than $6.58 per share
o Demanded that the Board withdraw its support of the
going-private transaction
o Provided indications that Workflow's Canadian subsidiary on a
stand-alone basis may well have a current fair market implied
equity value of approximately $8.92 per Workflow share
o Believes the Workflow Board breached its fiduciary obligations
by refusing to consider and pursue its alternative financing
transaction and supporting the higher bid from WF Holdings,
Inc. announced on March 30th as it provides insufficient
consideration to Workflow shareholders
Page 5 of 7
CUSIP No. 98137N109
o Reiterated its belief that Workflow can significantly grow
revenues under the leadership of Pacific Coast's new proposed
Directors and Chief Executive Officer
The Reporting Persons pointed out to the Board that they have been
able to obtain three different financing proposals for Workflow in less than one
week and urged the Workflow Board to work with the Reporting Persons to timely
refinance and recapitalize the company prior to the scheduled maturity date of
its existing bank debt and to withdraw its support of the proposed Agreement and
Plan of Merger dated as of January 30, 2004 by and among Workflow, WF Holdings,
Inc. and WFM Acquisition Sub, Inc., as amended.
The Reporting Persons continue to believe that Proposed Merger is
not in the best interests of Workflow and its shareholders and intend to
continue to oppose it. The Reporting Persons believe that a refinancing and
recapitalization of Workflow is easily available and a better alternative to the
proposed merger.
The Reporting Persons filed a press release on April 1, 2004 to
announce the new financing proposal and the other events listed above. A copy of
the press release is attached hereto as Exhibit L and is incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit J -- Letter from Pacific Coast Investment Partners, LLC dated
April 1, 2004 to the Board of Directors of Workflow
Management, Inc.
Exhibit K -- Proposal Letter from Ableco Finance LLC dated March 31, 2004,
offering a proposal to arrange a new revolving credit
facility and a new term loan facility for Workflow
Management, Inc.
Exhibit L -- Press release dated April 1, 2004.
Page 6 of 7
CUSIP No. 98137N109
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certify that the information set forth in this statement is
true, complete and correct.
PACIFIC COAST INVESTMENT PARTNERS, LLC
Dated: April 1, 2004
San Diego, CA By: /s/ James M. Chadwick
---------------------------------------
Name: James M. Chadwick
Title: Managing Member
PACIFIC COAST INVESTMENT FUND, L.P.
Dated: April 1, 2004
San Diego, CA By: Pacific Coast Investment Partners, LLC,
its general partner
By: /s/ James M. Chadwick
---------------------------------------
Name: James M. Chadwick
Title: Managing Member
Dated: April 1, 2004
Washington, DC /s/ Jonathan J. Ledecky
-------------------------------------------
Jonathan J. Ledecky
Page 7 of 7