July 25, 2005 - Cenveo has responded to Burton's letter posted yesterday at WhatTheyThink.com.
We have received your letter of July 18 in which you state your belief that the election of your nominees in a contested proxy fight may not trigger change-of-control provisions in Cenveo's debt instruments and severance agreements, if the board takes certain actions. The simple fact is that you are wrong. Cenveo has entered into contracts with bondholders and others which have certain consequences in the event of a change in control (as defined) of Cenveo.
Election of your nominees to the Cenveo board in a contested proxy fight would constitute such a change in control, and would impose upon Cenveo the contractual obligations that were bargained for at arm's length with third parties who have relied on Cenveo's promises in this regard. Indeed, the election of your nominees is precisely the sort of change of control against which these third parties sought and bargained for protection. The Cenveo board does not approve of your nominees. It cannot pretend otherwise for the sole purpose of depriving third-parties of their contractual rights, and will not be party to your attempts to manipulate events in an attempt to do so.
Yours very truly,
/s/ James R. Malone
James R. Malone
Chief Executive Officer
cc: Cenveo Board of Directors
WhatTheyThink is the global printing industry's leading independent media organization with both print and digital offerings, including WhatTheyThink.com, PrintingNews.com and WhatTheyThink magazine versioned with a Printing News and Wide-Format & Signage edition. Our mission is to provide cogent news and analysis about trends, technologies, operations, and events in all the markets that comprise today’s printing and sign industries including commercial, in-plant, mailing, finishing, sign, display, textile, industrial, finishing, labels, packaging, marketing technology, software and workflow.