EXHIBIT 2
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
Amendment to the Agreement and Plan of Merger, dated as of March 29,
2004, by and among Workflow Management, Inc., a Delaware corporation (the
"COMPANY"), WF Holdings, Inc., a Delaware corporation ("PARENT"), and WFM
Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent ("MERGER SUB").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company, Parent and Merger Sub have entered into that
certain Agreement and Plan of Merger, dated as of January 30, 2004 ((the "Merger
Agreement"), pursuant to which, among other things, Parent would acquire the
Company by means of a merger of Merger Sub with and into the Company and, in
connection therewith, the Company's stockholders would receive $4.87 per share;
and
WHEREAS, the parties desire to amend the Merger Agreement to provide
that, in connection with the Merger, each of the Company's stockholders would
receive $5.375 per share.
NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the Company, Parent and Merger Sub hereby agree as
follows:
1. AMENDMENT. The first sentence of Section 2.7(a) is hereby
amended and restated to read in its entirety:
"Except as provided in clauses (b) and (c) below, each share
of Company Common Stock (as defined in Section 4.2(a)) issued
and outstanding immediately before the Effective Time (such
shares of Company Common Stock, other than shares described in
clauses (b) and (c) below, are hereinafter referred to as the
"SHARES") shall be converted into the right to receive $5.375
(the "PER SHARE AMOUNT") in cash payable to the holder
thereof, without interest, upon surrender of the certificate
representing such Share or an affidavit with respect thereto,
in each case in accordance with Section 2.8."
2. CONDITIONS. The effectiveness of this Amendment is conditioned
on the receipt by the Company and Parent of a duly and validly authorized and
executed consent by the Company's senior lenders to (a) the transactions
contemplated hereby, and (b) the amendment of the Second Amended and Restated
Credit Agreement, as amended, among the Company and such senior lenders, to
delete Section 3.04 thereof in its entirety and to confirm that the Deferral
Payment Date (as defined therein) shall be April 30, 2004.
3. REPRESENTATIONS AND WARRANTIES.
(a) The Company has the necessary corporate power and
corporate authority to enter into this Amendment and, subject to obtaining any
necessary stockholder approval for
the Merger, to carry out its obligations hereunder. The execution and delivery
of this Amendment by the Company and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company, subject to the approval of the
Company's stockholders in accordance with the Delaware Act. This Amendment has
been duly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by Merger Sub and Parent, constitutes a
legal, valid and binding obligation of the Company, enforceable against it in
accordance with its terms, subject to (i) laws of general application relating
to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law
governing specific performance, injunctive relief and other equitable remedies.
The Company has taken all requisite actions such that the representations and
warranties of the Company set forth in Section 4.20 of the Merger Agreement
shall remain true and correct.
(b) Each of Parent and Merger Sub has all necessary
corporate power and authority to enter into this Amendment and to carry out its
respective obligations hereunder. The execution and delivery of this Amendment
by each of Parent and Merger Sub and the consummation by each of Parent and
Merger Sub of the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of each of Parent and Merger Sub,
respectively. This Amendment has been duly executed and delivered by each of
Parent and Merger Sub and, assuming the due authorization, execution and
delivery by the Company, constitutes a legal, valid and binding obligation of
each of Parent and Merger Sub, enforceable against each in accordance with its
terms, subject to (i) laws of general application relating to bankruptcy,
insolvency and the relief of debtors and (ii) rules of law governing specific
performance, injunctive relief and other equitable remedies.
4. MISCELLANEOUS.
(a) Except as modified hereby, the Merger Agreement shall
remain in full force and effect and is hereby ratified in all respects.
(b) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware applicable to contracts
executed in and to be performed entirely within that State without regard to
principles of conflicts of laws therein.
(c) This Amendment may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.
(d) Capitalized terms used but not defined herein shall
have the meanings given such terms in the Merger Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
WORKFLOW MANAGEMENT, INC.
By: /S/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board
WF HOLDINGS, INC.
By: /S/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: President
WFM ACQUISITION SUB, INC.
By: /S/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: President
[SIGNATURE PAGE TO AMENDMENT]
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