<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 6
(FINAL AMENDMENT)
TO THE
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
--------------------------
BIG FLOWER HOLDINGS, INC.
(NAME OF THE ISSUER)
<TABLE>
<S> <C>
R. THEODORE AMMON EVERCORE PARTNERS L.L.C.
EDWARD T. REILLY EVERCORE CAPITAL PARTNERS L.P.
RICHARD L. RITCHIE EVERCORE CAPITAL PARTNERS (NQ) L.P.
BFH MERGER CORP. EVERCORE CAPITAL OFFSHORE PARTNERS L.P. (CAYMAN)
THOMAS H. LEE EQUITY FUND IV, L.P. EBF GROUP L.L.C.
THL EQUITY ADVISORS IV, LLC BIG FLOWER HOLDINGS, INC.
</TABLE>
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
089159
(CUSIP NUMBER OF CLASS OF SECURITIES)
<TABLE>
<S> <C> <C>
MARK A. ANGELSON AUSTIN M. BEUTNER ANTHONY J. DINOVI
BIG FLOWER HOLDINGS, INC. EVERCORE CAPITAL PARTNERS L.P. BFH MERGER CORP.
3 EAST 54TH STREET EVERCORE CAPITAL PARTNERS (NQ) L.P. THOMAS H. LEE
NEW YORK, NEW YORK 10022 EVERCORE CAPITAL EQUITY FUND IV, L.P.
(212) 521-1600 OFFSHORE PARTNERS THL EQUITY
L.P. (CAYMAN) ADVISORS IV, LLC
EBF GROUP L.L.C. C/O THOMAS H. LEE COMPANY
65 EAST 55TH STREET, 33RD FLOOR 75 STATE STREET, SUITE 2600
NEW YORK, NEW YORK 10022 BOSTON, MASSACHUSETTS 02109
(212) 857-3100 (617) 227-1050
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
<TABLE>
<S> <C> <C>
COPIES TO:
JOSEPH B. FRUMKIN THOMAS C. MAZZA ERIC L. COCHRAN
SULLIVAN & CROMWELL DEWEY BALLANTINE LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM
125 BROAD STREET 1301 AVENUE OF THE AMERICAS LLP
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10019 919 THIRD AVENUE
(212) 558-4000 (212) 259-8000 NEW YORK, NEW YORK 10022
(212) 735-3000
</TABLE>
--------------------------
This statement is filed in connection with (check the appropriate box):
/X/(a)The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
/ /(b)The filing of a registration statement under the Securities Exchange
Act of 1933.
/ /(c)A tender offer.
/ /(d)None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. / /
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION*: AMOUNT OF FILING FEE**:
<S> <C>
$705,373,605.47 $141,074.72
</TABLE>
* For purposes of calculating fee only. This transaction applies to an
aggregate of 22,639,875 shares of Big Flower common stock. The underlying
value of the transaction of $705,373,605.47 has been calculated pursuant to
Exchange Act Rule 0-11 by (a) multiplying $31.15625 (the average of the high
and low prices of Big Flower common stock on December 6, 1999 on the New
York Stock Exchange) by 22,639,875.
** 1/50 of 1% of Transaction Valuation, calculated in accordance with
Rule 0-11 promulgated under the Securities Exchange Act of 1934, as amended.
/X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: __$152,974.73
FORM OR REGISTRATION NO.: FORM S-4 AND SCHEDULE 13E-3
FILING PARTY: BIG FLOWER HOLDINGS, INC.
DATE FILED: JULY 16, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INTRODUCTION
This Amendment No. 6 amends and supplements the Rule 13e-3 transaction
statement on Schedule 13E-3 (as amended by Amendments No. 1 through No. 5
hereto, the "Transaction Statement") filed with the Securities and Exchange
Commission (the "Commission") by Big Flower Holdings, Inc. ("Big Flower"), BFH
Merger Corp. ("BFH Merger Corp."), Thomas H. Lee Equity Fund IV, L.P., THL
Equity Advisors IV, LLC, Evercore Partners L.L.C., Evercore Capital Partners
L.P., Evercore Capital Partners (NQ) L.P., Evercore Capital Offshore Partners
L.P. (Cayman), EBF Group L.L.C. and the following executive officers and
management directors of Big Flower: R. Theodore Ammon, Edward T. Reilly and
Richard L. Ritchie.
The purpose of this Amendment No. 6 is to file a final amendment to the
Transaction Statement to report the results of the Rule 13e-3 transaction
pursuant to Rule 13e-3(d)(3). Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Transaction Statement.
ITEM 16. ADDITIONAL INFORMATION.
On December 7, 1999, Big Flower filed a Certificate of Merger with the
Secretary of State of the State of Delaware, pursuant to which BFH Merger Corp.
was merged with and into Big Flower, with Big Flower as the surviving
corporation (the "Merger"). The Merger became effective as of the date of
filing, at which time (i) each of the outstanding shares of Big Flower Common
Stock (other than certain shares retained by members of management in the
Merger) was automatically converted into the right to receive $31.50 in cash,
without interest, upon surrender and acceptance of the certificate for such
share to Big Flower's exchange agent, (ii) each of the outstanding shares of Big
Flower Common Stock held by Big Flower or its subsidiaries was canceled and
(iii) the separate corporate existence of BFH Merger Corp. ceased.
As a result of the Merger, the Big Flower Common Stock ceased to trade on
The New York Stock Exchange and became eligible for delisting from The New York
Stock Exchange and termination of registration pursuant to Rules 12g-4 and 12h-3
of the Securities Exchange Act of 1934. Accordingly, on December 10, 1999, Big
Flower filed a Certification and Notice of Termination of Registration on Form
15 with the Commission.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
(d)(3) Press Release issued by Big Flower on December 7, 1999.
2
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: December 16, 1999
<TABLE>
<S> <C> <C>
BFH MERGER CORP.
By: /s/ ANTHONY DINOVI
-----------------------------------------
Name: Anthony DiNovi
Title: Chairman of the Board
THOMAS H. LEE EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC
General Partner
</TABLE>
<TABLE>
<S> <C> <C>
By: /s/ ANTHONY DINOVI
--------------------------------------
Name: Anthony DiNovi
Title: Managing Director
</TABLE>
<TABLE>
<S> <C> <C>
THL EQUITY ADVISORS IV, LLC
By: /s/ ANTHONY DINOVI
-----------------------------------------
Name: Anthony DiNovi
Title: Managing Director
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
EVERCORE PARTNERS L.L.C.
By: /s/ AUSTIN M. BEUTNER
-----------------------------------------
Name: Austin M. Beutner
Title: Managing Member
EVERCORE CAPITAL PARTNERS L.P.
EVERCORE CAPITAL PARTNERS (NQ) L.P.
EVERCORE CAPITAL OFFSHORE PARTNERS L.P.
(CAYMAN)
EBF GROUP L.L.C.
By: EVERCORE PARTNERS L.L.C., their general
partner
By: /s/ AUSTIN M. BEUTNER
-----------------------------------------
Name: Austin M. Beutner
Title: Managing Member
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
BIG FLOWER HOLDINGS, INC.
By: /s/ MARK A. ANGELSON
-----------------------------------------
Name: Mark A. Angelson
Title: Acting Executive Vice
President--Office of the Chairman, General
Counsel and Secretary
/s/ R. THEODORE AMMON
-----------------------------------------
R. Theodore Ammon
/s/ EDWARD T. REILLY
-----------------------------------------
Edward T. Reilly
/s/ RICHARD L. RITCHIE
-----------------------------------------
Richard L. Ritchie
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit(a) (1) Senior Credit Facility Commitment Letter from the The
Chase Manhattan Bank, Bankers Trust Company, Bank of
America, N.A., Chase Securities Inc. and Deutsche Bank
Securities Inc. to BFH Merger Corp, dated October 11,
1999.*
(2) Bridge Loan Commitment Letter from Bankers Trust
Corporation, The Chase Manhattan Bank and Nationsbridge,
L.L.C. to BFH Merger Corp., dated October 11, 1999.*
(3) Mezzanine Financing Commitment Letter from Thomas H. Lee
Equity Fund IV, L.P. to BFH Merger Corp., dated October 11,
1999.*
(4) Alternative Senior Credit Facility Commitment Letter
from The Chase Manhattan Bank, Bankers Trust Company, Bank
of America, N.A., Chase Securities Inc. and Deutsche
Bank Securities Inc. to BFH Merger Corp., dated
October 24, 1999**
(5) Alternative Bridge Loan Commitment Letter from Bankers
Trust Corporation, The Chase Manhattan Bank and
Nationsbridge, L.L.C. to BFH Merger Corp., dated
October 22, 1999.**
(6) Alternative Mezzanine Financing Commitment Letter from
Thomas H. Lee Equity Fund IV, L.P. to BFH Merger Corp.,
dated October 24, 1999.**
Exhibit(b) (1) Opinion of Goldman Sachs & Co., dated October 11, 1999
(included as Appendix B to the Proxy Statement).
(2) Financial analysis presentation materials prepared by
Goldman Sachs & Co. for the Big Flower Board of Directors,
dated October 2, 1999.*
(3) Opinion of Berenson Minella & Company dated October 11,
1999 (included as Appendix C to the Proxy statement).
(4) Financial analysis presentation materials prepared by
Berenson Minella & Company in connection with providing its
opinion to the Big Flower Board of Directors dated
October 7, 1999.*
(5) Strategic Discussion Materials prepared by Chase
Securities Inc. for Thomas H. Lee Equity Fund IV and BFH
Merger Corp., dated April 29, 1999.***
(6) Strategic Discussion Materials prepared by Chase
Securities Inc. for Thomas H. Lee Equity Fund IV and BFH
Merger Corp., dated May 12, 1999.***
(7) Update to Strategic Discussion Materials, prepared by
Chase Securities Inc. for Thomas H. Lee Equity Fund IV and
BFH Merger Corp., dated September 28, 1999.***
(8) Opinion of Valuation Research Corporation, dated
December 7, 1999.*****
(9) Opinion of Valuation Research Corporation, dated
December 7, 1999.*****
Exhibit(c) (1) Equity Contribution Commitment Letter from Thomas H. Lee
Equity Fund IV, L.P. and Evercore Capital Partners L.P.,
dated October 11, 1999.*
(2) Interim Agreement, effective as of November 19, 1999 by
and among Edward T. Reilly, Big Flower Holdings, Inc., and
Treasure Chest Advertising Company, Inc.****
Exhibit(d) (1) Definitive Proxy Statement on Schedule 14A of Big Flower
Holdings, Inc.**
(2) Supplement to Definitive Proxy Statement on
Schedule 14A of Big Flower Holdings, Inc.***
(3) Press Release issued by Big Flower on December 7,
1999.******
Exhibit(e) Section 262 of the Delaware General Corporation Law
(included as Appendix D to the Proxy Statement).
Exhibit(f) Not Applicable
</TABLE>
6
<PAGE>
- ------------------------
* Filed with Amendment Number 1 to the Big Flower Holdings, Inc. Schedule
13E-3 on October 14, 1999.
** Filed with Amendment Number 2 to the Big Flower Holdings, Inc.
Schedule 13E-3 on October 25, 1999.
*** Filed with Amendment Number 3 to the Big Flower Holdings, Inc.
Schedule 13E-3 on November 3, 1999.
**** Filed with Amendment Number 4 to the Big Flower Holdings, Inc. Schedule
13E-3 on November 30, 1999.
***** Filed with Amendment Number 5 to the Big Flower Holdings, Inc. Schedule
13E-3 on December 7, 1999.
****** Filed herewith.
7
<PAGE>
Exhibit (d)(3)
PRESS RELEASE
FOR IMMEDIATE RELEASE
BIG FLOWER COMPLETES $1.9 BILLION RE-CAPITALIZATION
New York, NY -- December 7, 1999 -- Big Flower Holdings, Inc. (NYSE: BGF)
("Big Flower" or the "Company") today announced that it has consummated the
previously announced merger with BFH Merger Corp., an affiliate of Thomas H.
Lee Company and Evercore Capital Partners LP. As set forth in the Amended
and Restated Agreement and Plan of Merger, dated October 11, 1999, public
shareholders will receive all cash consideration of $31.50 per share of Big
Flower common stock held. Additionally, Big Flower announced that it has
successfully completed tender offers and consent solicitations for its for
its 8 7/8% Senior Subordinated Notes due 2007 and its 8 5/8% Senior
Subordinated Notes due 2008.
Big Flower Contact: James Abernathy
Abernathy MacGregor Frank
Tel: 212/371-5999
