UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
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
--------------------------------------------------------------------------------
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. 1 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.
1 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. The items
of the Schedule 13D are further amended and supplemented as set forth below.
ITEM 4. PURPOSE OF TRANSACTION:
In a Schedule 13D filed on March 24, 2004, the Reporting Persons
disclosed that they had identified two lending institutions that had proposed to
arrange a new revolving credit facility and two new term loan facilities for
Workflow (see Exhibit B to the Reporting Person's initial Schedule 13D).
The Reporting Persons were informed by letter dated March 26, 2004
that Bank of America was withdrawing the financing proposal because it "was
threatened with a claim that the Bank had accepted an agreement restricting the
Bank's ability to provide the proposed financing." The withdrawal letter is
attached to this filing as Exhibit E. Shortly after the Reporting Persons
received this letter, Workflow issued a release stating that it had received a
copy of the withdrawal letter as well. Although the Bank of America letter does
not specify who threatened Bank of America, the Reporting Persons believe that
it was representatives of Perseus, L.L.C. and/or The Renaissance Group, LLC, the
principals controlling WF Holdings, Inc., which has entered the Agreement and
Plan of Merger dated as of January 30, 2004 by and among Workflow, WF Holdings,
Inc. and WFM Acquisition Sub, Inc. (the "Proposed Merger"), which the Reporting
Persons have previously announced that they oppose. The Reporting Persons are
unaware of any role that Workflow or any of its representatives may have played
in the events leading to the withdrawal of Bank of America's financing proposal.
The Reporting Persons are currently investigating all facts involved
in the withdrawal of the financing proposal by Bank of America, including the
apparent receipt of the withdrawal letter by Workflow nearly concurrently with
its delivery to the Reporting Persons (which was unexpected given that the
letter did not indicate that Workflow or any other persons were copied), and are
evaluating the legal remedies and responses the Reporting Persons may have
against any of the involved parties.
Subsequent to receiving the Bank of America letter, the Reporting
Persons (i) secured a proposal from a new institutional lender (LaSalle Business
Credit) to provide Workflow with a new senior revolving credit facility and term
loan in the maximum combined amount of $115 million to replace the previously
proposed Bank of America financing facilities in the identical amount, and (ii)
confirmed that Silver Point Finance intends to provide Workflow with its
proposed $60 million junior "Term B" loan on the same terms it had previously
proposed in combination with Bank of America. The LaSalle proposal letter is
attached hereto as Exhibit G, and the Silver Point Finance proposal letter is
attached hereto as Exhibit H, each of which are incorporate herein by reference.
Page 5 of 7
CUSIP No. 98137N109
As set forth more fully in the letter dated March 29, 2004, from PCI
Partners to the Board of Directors of Workflow, a copy of which is attached
hereto as Exhibit F and is incorporate herein by reference, the Reporting
Persons informed the Board that the Company's press release of Friday, March 26
concerning the withdrawal of Bank of America's financing proposal was incomplete
and misleading. In its letter to the Workflow Board, PCI Partners accused the
Board of Directors of a breach of their fiduciary obligations to Workflow's
shareholders and stated that Workflow's Board failed to disclose the true reason
for Bank of America's rescission of its financing proposal. PCI Partners also
stated that Workflow's Board did not disclose that Bank of America's withdrawal
was personal to it, and did not impact the continuing interest of Silver Point
Finance, LLC in providing its previously proposed $60 million junior "Term B"
loan to Workflow in combination with a new potential senior lender to replace
Bank of America. The Reporting Persons 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 Merger.
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 a better alternative and believe that such a
transaction remains viable. As set forth in Exhibit A to the Reporting Persons'
initial Schedule 13D, the Reporting Persons believe that existing shareholders
(and others) are prepared to invest an aggregate of $30 million in new equity
into Workflow, subject to defeat of the Proposed Merger and refinancing of the
Company's existing indebtedness.
The Reporting Persons filed a press release on March 29, 2004 to
announce the new financing proposal and the other events listed above. A copy of
the press release is attached hereto as Exhibit I and is incorporate by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit E -- Withdrawal Letter from Bank of America dated March 26, 2004.
Exhibit F -- Letter from Pacific Coast Investment Partners, LLC dated
March 29, 2004 to the Board of Directors of Workflow
Management, Inc.
Exhibit G -- Proposal Letter from LaSalle Business Credit, LLC dated March
29, 2004, offering a proposal to arrange a new revolving
credit facility and a new term loan facility for Workflow
Management, Inc.
Page 6 of 7
CUSIP No. 98137N109
Exhibit H -- Proposal Letter (with attached Term Sheet) from Silver Point
Finance, LLC dated March 29, 2004, offering a proposal to
arrange a new Term B loan facility for Workflow Management,
Inc.
Exhibit I -- Press release dated March 29, 2004.
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: March 29, 2004
San Diego, CA By: /s/ James M. Chadwick
---------------------------------------
Name: James M. Chadwick
Title: Managing Member
PACIFIC COAST INVESTMENT FUND, L.P.
Dated: March 29, 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: March 29, 2004
Washington, DC /s/ Jonathan J. Ledecky
---------------------------------------
Jonathan J. Ledecky
Page 7 of 7