BIG FLOWER HOLDINGS INC/
8-K, 1999-04-21
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported): April 21, 1999


                            BIG FLOWER HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)

       Delaware                          0-29474                 13-3971556
(State or Other Jurisdiction           (Commission             (IRS Employer
     of Incorporation)                 File Number)          Identification No.)

3 East 54th Street, New York, New York                                  10022
(Address of Principal Executive Offices)                              (Zip Code)

       Registrant's telephone number, including area code: (212) 521-1600







                                    Page 1 of 5

<PAGE>



Item 5.  Other Events.

         On April 20, 1999, Big Flower Holdings, Inc. (the "Company") issued a
press release, the text of which is attached hereto as Exhibit 99.1, announcing
that the Company's Board of Directors has authorized the exploration of certain
strategic alternatives, including a transaction involving part or all of the
Company.











                                   Page 2 of 5

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            BIG FLOWER HOLDINGS, INC.


Date: April 21, 1999                        By: /s/ Irene B. Fisher
                                               ---------------------------------
                                               Irene B. Fisher
                                               Vice President and
                                                  Associate General Counsel


                                   Page 3 of 5


<PAGE>

                                 EXHIBIT INDEX


Exhibit No.         Description                                         Page No.
- -----------         -----------                                         --------

99.1                Press Release dated April 20, 1999                      5









                                     4 of 5


                                                                    EXHIBIT 99.1


                             [Big Flower Letterhead]

                              Big Flower Announces
                      Exploration of Strategic Alternatives


New York City (April 20, 1999) - Big Flower Holdings, Inc. (NYSE: BGF) has
announced today that its Board of Directors has authorized the exploration of
certain strategic alternatives, including a transaction involving part or all of
the Company.

There can be no assurance that any strategic alternative will be pursued or that
any transaction will be consummated.

Big Flower Holdings, Inc. is a leading advertising and marketing services and
solutions company which provides more than 3,000 retail, advertising agency,
broadcasting, manufacturing and newspaper customers with highly-targeted,
promotional advertising products, services and software. Big Flower specializes
in targeted advertising inserts, circulation-building newspaper products,
data-driven direct mail and direct marketing services and digital services,
including commercial image design and production, and computer-based advertising
management systems. For the year ended December 31, 1998, the Company's pro
forma revenues were approximately $1.8 billion, including all acquisitions.

     This release contains forward-looking statements that involve risks and
     uncertainties. Actual events in the future could differ materially from
     those described in the forward-looking statements as a result of changes
     affecting the Company's operating businesses, changes in the advertising
     markets, the financial conditions of the Company's customers, the general
     condition of the domestic and international economies and financial
     markets.


For more information:               Nancy S. Murray
                                    Big Flower Holdings, Inc.
                                    212.521.1606
                                    [email protected]




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