EXHIBIT 3
WF HOLDINGS, INC.
C/O PERSEUS, L.L.C.
0000 XXXXXXXXXXXX XXXXXX, XX
XXXXXXXXXX, X.X. 00000
April 8, 2004
Rutabaga Capital Management
00 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx
RE: VOTING AGREEMENT AND IRREVOCABLE PROXY
Dear Xxxxxx:
Reference is made to the Merger Agreement, dated as of January 30,
2004, as amended (the "Merger Agreement), by and among Workflow Management, Inc.
("Workflow"), WF Holdings, Inc. ("WF") and WFM Acquisition Sub, Inc., providing
for the acquisition of Workflow by WF (the "Merger").
This letter will confirm our agreement that, because WF has agreed to
increase the cash price per share payable to stockholders of Workflow in the
proposed Merger to $5.56 per share, Rutabaga Capital Management ("Rutabaga")
agrees, on the terms and conditions set forth in this letter agreement, to vote
the Owned Shares (as defined below) in favor of the Merger. More specifically,
Rutabaga represents and agrees to the following:
1. Rutabaga on the date hereof has, and as of February 23, 2004 had,
directly or indirectly, sole voting authority with respect to
approximately 711,800 shares of Workflow common stock. Shares of
Workflow common stock in which Rutabaga, directly or indirectly, has
sole voting authority over, from time to time, are referred to herein
as "Owned Shares".
2. Rutabaga on the date hereof has, and as of February 23, 2004 had,
investment and dispositive authority over approximately 980,000 shares
of Workflow common stock (the "Advised Shares"). With respect to these
shares, Rutabaga advises clients on how to vote the shares, but does
not have sole or shared voting authority over the Advised Shares.
3. Rutabaga agrees to vote, or cause to be voted, the Owned Shares in
favor of the Merger Agreement to reflect the $5.56 share price.
Rutabaga agrees to recommend to its clients that they vote the Advised
Shares in favor of the Merger Agreement and to use commercially
reasonable efforts to cause the Advised Shares to be so voted.
4. Rutabaga shall remain free to sell, transfer or otherwise dispose of
the Owned Shares and the Advised Shares at any time, provided that it
does not sell, transfer or otherwise dispose of its right to vote the
Owned Shares in favor of the Merger Agreement.
5. WF has relied on the agreements of Rutabaga contained herein in
determining to increase the merger consideration. Accordingly, Rutabaga
hereby grants to WF a proxy coupled with an interest, to vote, or cause
to be voted, Rutabaga's Owned Shares in favor of the Merger
Agreement in accordance with the terms of this agreement.
Notwithstanding the foregoing, the proxy granted hereunder shall
automatically terminate with respect to any Owned Shares to the extent
Rutabaga's voting power (or power to grant a proxy) with respect to
such Owned Shares is terminated.
6. Except as otherwise provided herein, this letter agreement, and the
proxy coupled with an interest granted hereunder, shall automatically
terminate upon the earlier to occur of (i) the effective time of the
Merger; (ii) the termination of the Merger Agreement in accordance with
its terms; (iii) the announcement of an alternative transaction (by way
of merger, consolidation, reorganization, recapitalization or
refinancing) with respect to Workflow which Rutabaga determines, in
good faith, it must support in order to comply with its fiduciary
duties to its clients; and (iv) April 30, 2004.
7. Notwithstanding anything to the contrary herein, Rutabaga is signing
this letter agreement solely in its capacity as a beneficial owner of
shares of Workflow common stock (as determined under Rule 13d-3 of the
Securities Exchange Act of 1934, as amended), acting as discretionary
manager on behalf of its clients, and nothing herein shall be construed
to prohibit, prevent or preclude Rutabaga from taking or not taking any
action which would violate, or be reasonably be construed to violate,
Rutabaga's fiduciary duties as determined in good faith by Rutabaga.
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Please acknowledge Rutabaga's agreement to be bound by the terms of
this letter agreement by countersigning below and faxing a copy of this letter
to my attention at (000) 000-0000. Thank you.
Very truly yours,
WF HOLDINGS, INC.
By: /S/ Xxxxxxx X. Xxxxx
-----------------------
Xxxxxxx X. Xxxxx
Agreed:
RUTABAGA CAPITAL MANAGEMENT
By: /S/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
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