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
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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.
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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
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 Press Release dated April 20, 1999 5
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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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