EX-99.2 3 e927653ex99_2.htm LETTER FROM BCM TO THE ISSUER EX-99.2

                   [Burton Capital Management, LLC Letterhead]




April 7, 2005



The Board of Directors
Cenveo Inc.
8310 South Valley Highway, #400
Englewood, Colorado 80112

Dear Sirs and Madams:

I write on behalf of Burton Capital Management, LLC ("BCM"), of which I am the
Chairman, Chief Executive and Managing Member. BCM has specific expertise in the
publishing and commercial printing industries, where I spent virtually my entire
30-year business career as a successful hands-on manager and operator. BCM is
currently a shareholder of Cenveo Inc. ("Cenveo" or the "Company"), owning,
collectively with its partners, 4,698,215 common shares or approximately 9.6% of
Cenveo's outstanding shares as of April 5, 2005. We are very concerned about the
current state of Cenveo, and believe that significant changes are required to
put the Company on the right track in order to create shareholder value.

I have followed Mail-Well/Cenveo for many years as a competitor and also as an
investor. As I believe you know, over the last nine months I have communicated
with members of the Company's senior management about a potential acquisition
of, or a significant investment in, the Company. During my business career, I
have had the opportunity to work on or with several outstanding Boards of
Directors at IBM, Capital Cities/ABC, and World Color Press, Inc. (a KKR
portfolio company). Our number one objective at these firms was to increase
shareholder value. Based on the Company's performance over the last few years as
well as the discussions I have had with your senior management, it is very
obvious that this is not the case at Cenveo.

Our past conversations have detailed ways that BCM could participate in creating
value for all Cenveo's shareholders. These proposals have been consistently
dismissed, with the Board's representatives indicating that Cenveo was "not for
sale". We believe that each of these proposals, if consummated, would have
resulted in the creation of significant value for Cenveo shareholders.

On March 23, 2005, Ms. Susan Rheney, Interim Chairman of Cenveo, indicated to us
that the Board would not hire an independent financial advisor to assist in the
review of our proposals or to accompany her at a meeting with us. We do not
understand these rejections in light of Cenveo's depressed stock price, the
Company missing its fiscal 2004 earnings guidance, and the resignation of Mr.
Paul Reilly as the Company's Chairman, President and Chief Executive Officer on
January 7, 2005. As a significant shareholder, these developments are completely
unacceptable.



Despite our frustration after being consistently rebuffed, we
remain enthusiastic about Cenveo. We believe that our participation in the
management and stewardship of the Company is in the best interests of all Cenveo
shareholders. To ensure that all of you are fully informed of our conversations
with your management and representatives, set forth below is the history and
background of those conversations and how we propose to move forward.

HISTORY AND BACKGROUND OF OUR PROPOSALS

In July 2004, BCM contacted Cenveo's then Chairman, President and Chief
Executive Officer, Mr. Paul Reilly, to discuss our interest in potentially
acquiring the Company. A meeting was subsequently held between BCM and Mr.
Reilly to explore this opportunity. Further to this meeting and after several
subsequent discussions, BCM proposed a transaction to acquire Cenveo at a price
of $7.00 per share. Our proposal was subject to, among other things, limited due
diligence (we indicated with confidence that we could complete our diligence in
less than a month and finalize the deal early in 2005) and a financing
contingency, and was based upon the Company's public statements, namely that it
expected to generate between $135 and $142 million of EBITDA for the fiscal year
ending December 31, 2004, and that it intended to use Cenveo's free cash flow to
reduce debt meaningfully by the end of fiscal 2004.

BCM's proposal valued the Company at approximately 8.5x Cenveo's trailing
twelve-month EBITDA and represented a premium of approximately 155% to the
average closing prices for the month of July 2004. We also indicated a
willingness to consider a higher price, if warranted, following the completion
of our due diligence.

Regrettably, after a considerable delay, we were advised by representatives of
the Cenveo Board that they were only willing to entertain discussions with us if
we would indicate a valuation range in the "high single-digits". At those
levels, the Company would have been valued at approximately 9x trailing
twelve-month EBITDA. We believed, and communicated our view, that neither the
Company's historical nor projected earnings, business properties and portfolio,
or precedent transaction comparables justified such a price. Subsequent to our
discussions, the Company significantly missed its projections, ended fiscal 2004
with EBITDA of $128.6 million and failed to reduce its considerable financial
leverage.

In 2005, after learning of Mr. Reilly's plans to resign, we again contacted the
Cenveo Board to express our continued interest in the Company. We indicated, in
response to a statement that the Company was still "not for sale", that we were
willing to consider an alternative proposal. BCM proposed in February 2005 to
invest up to $100 million in newly issued securities of Cenveo which would be
priced based on the then current market price of approximately $3.00 per common
share. BCM also proposed that I would succeed Mr. Reilly as Chairman and Chief
Executive Officer of Cenveo and that BCM would have the right to appoint two
directors to Cenveo's then current Board (in addition to my appointment as
Chairman).

This alternative proposal was intended to offer existing shareholders of the
Company the opportunity to participate alongside us in our plan for value
creation, provide the Company with a logical management succession plan, and



reduce its considerable financial leverage. Nonetheless, we were advised that
the Company had hired Korn/Ferry to conduct a search for Mr. Reilly's
replacement, and that the Company sought my participation in that process rather
than direct discussions of our proposal. While I had no interest in formally
participating in such a process, given our willingness to lead an investment of
significant new capital into the Company, we invited the Company's Interim
Chairman to discuss with us our proposal. We do not believe that our invitation
was taken seriously and continue to believe that a potential investment in the
Company at terms to be negotiated would be a sensible and winning option for the
Company and all of its shareholders.

We continue to believe that the Company remains significantly undervalued. It is
obvious from the Company's financial results that it must take immediate and
aggressive cost reduction actions. While we all agree the marketplace has been
challenging for the industry since the 2001 recession, it is abundantly clear to
us that these conditions will prevail for the foreseeable future. We believe
customer and vendor consolidation coupled with increasing pricing pressures will
remain a fact of life for all printers, who will need to constantly adjust their
cost structure in order to survive.

Despite significant restructuring costs and capital expenditures, Cenveo's
financial results over the past three years have not shown significant
improvement. While many of Cenveo's printing industry competitors appear to have
recovered from their challenges, Cenveo's results have remained stagnant. The
Company claims to have cut more than $130 million in costs over the past three
years. Unfortunately for Cenveo shareholders, these cost cuts have not
translated into significantly improved financial performance.

Since the beginning of 2002, neither revenue, nor gross margin has grown
significantly, while selling, general and administrative expenses have actually
increased. As a result, EBITDA has remained essentially flat despite the
Company's cost cutting efforts. We believe that the Company's cost structure
continues to be out of line with industry realities, and will need to be reduced
for Cenveo to be successful. Cenveo cannot simply wait for additional revenue to
materialize - the Company must strive to become the low-cost producer in the
industry. Becoming the low-cost producer would make Cenveo more competitive, and
put the Company on a solid foundation for future growth. WE BELIEVE THAT IF THE
COMPANY'S COST STRUCTURE WERE BROUGHT IN LINE WITH THOSE OF ITS PUBLICLY TRADED
PEERS, SUBSTANTIAL VALUE WILL BE CREATED FOR ITS SHAREHOLDERS WITH THE STOCK
POTENTIALLY WORTH AT LEAST $10 TO $12 PER SHARE.

MOVING FORWARD

The Company's unwillingness to hire an independent advisor to formally review
strategic alternatives and to fairly evaluate our proposals to create
shareholder value is disappointing and not in the best interest of shareholders.
Given Cenveo's poor share price performance, high leverage, missed financial
guidance, and lack of senior leadership, we believe it is the Board's fiduciary
duty to fully examine all credible proposals to enhance shareholder value and
improve the capital structure of the Company.

For more than nine months, our efforts to speak with your representatives have
not been given due consideration. Our patience is running out. As a shareholder



owning, together with our partners, approximately 9.6% of Cenveo's outstanding
shares, we strongly urge you to appoint me as Chairman and Chief Executive
Officer of Cenveo along with the appointment of two BCM chosen board members (in
addition to my appointment as Chairman) to Cenveo's existing Board.

We trust that you will fairly and dutifully give our proposals immediate and
serious attention and that the Company has not adopted and will not adopt any
economic or governance barriers to opportunities for increased shareholder
value. We believe that it would be imprudent for you to hire a new CEO with, or
otherwise implement, economic incentives or change of control arrangements that
would be triggered by transactions with or as proposed by us. Your fiduciary
duties to your shareholders require no less.

I have been a senior executive in the publishing and commercial printing
industry for over 30 years and fully understand the continuing challenges in the
printing industry, including that the pricing pressures we face today are not
likely to improve. I believe that it is imperative that the Company become the
low cost producer in the industry. You face a major decision that can mean
success or failure for the Company. My successful track record speaks for itself
(For my bio, see the appendix to this letter). I have already assembled a deep
and proven management team that is prepared to go to work with me immediately.
This team has a long and proven track record delivering value to shareholders in
the printing industry. This is not a "business as usual" job. It will require
major actions by proven performers. Our team will make it our commitment to turn
the Company into a winner that investors and employees of the Company deserve.

In light of the absence of a chief executive officer and the considerable
challenges currently facing the Company, we respectfully require your answer to
our proposal as soon as possible. In the event that we do not hear back from you
promptly, we will consider other alternatives, such as a proxy contest, to
maximize shareholder value.

We look forward to hearing from you.

Yours very truly,


/s/ Robert G. Burton, Sr.
Robert G. Burton, Sr.
Chairman, CEO and Managing Member

Cenveo Inc. Board of Directors:

Thomas E. Costello
Paul F. Kocourek
Martin J. Maloney
David M. Olivier
Jerome W. Pickholz
Alister W. Reynolds
Susan O. Rheney
Wellington E. Webb



APPENDIX:  BACKGROUND OF ROBERT G. BURTON, SR.

     From December 2000 through December 2002, I served as the Chairman,
President and CEO of Moore Corporation Limited ("Moore"), a leading printing
company with over $2.0 billion in revenue for fiscal 2002. During my tenure at
Moore, I led Moore to a dramatic turnaround by significantly reducing costs,
recruiting top-tier executive talent and growing revenue through acquisitions
and a "one-stop shopping" customer focus. Moore's share price increased from
$2.38 on December 12, 2000, the first date of my employment, to $10.16 on
December 6, 2002, the date of my resignation. Moore was not the first time that
I delivered results to shareholders.

     From April 1991 through October 1999, I was the Chairman, President and CEO
of KKR's portfolio company, World Color Press, Inc. ("World Color"), a leading
commercial printing company with revenues in excess of $2.3 billion for fiscal
1998. During my nine-year tenure as the senior executive of World Color, I led
its turnaround, culminating in its sale by way of a merger in 1999 with Quebecor
Printing, Inc., creating Quebecor World, one of the world's largest commercial
printers. World Color completed its IPO on January 25, 1996 at a price of $19.00
per share and was sold in the merger at a value per share of $38.00. Under my
leadership, World Color completed twenty-five accretive and successful
acquisitions.

     From 1981 to 1991, I held a series of senior executive positions at Capital
Cities/ABC, including President of ABC Publishing. At Capital Cities/ABC, I was
instrumental in turning around the operations I ran from a loss position to a
major profit contributor for the company. I have also held senior executive
media positions at CBS and IBM, and I am a member of Printing Impressions Hall
of Fame.