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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 4
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>
$703,958,613.28 $140,791.72
</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 $703,958,613.28 has been calculated pursuant to
Exchange Act Rule 0-11 by (a) multiplying $31.09375 (the average of the high
and low prices of Big Flower common stock on November 24, 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
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<PAGE>
INTRODUCTION
This Rule 13e-3 transaction statement on Schedule 13E-3 is being 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 Fund IV"), THL Equity Advisors IV, LLC
("THL Advisors"), Evercore Partners L.L.C. ("Evercore Partners L.L.C."),
Evercore Capital Partners L.P. ("Evercore Capital Partners"), Evercore Capital
Partners (NQ) L.P. ("Evercore NQ"), Evercore Capital Offshore Partners L.P.
(Cayman) ("Evercore Offshore"), EBF Group L.L.C. ("EBF Group") and the following
executive officers and management directors of Big Flower: R. Theodore Ammon,
Edward T. Reilly and Richard L. Ritchie. This transaction statement relates to
the Amended and Restated Agreement and Plan of Merger, dated as of October 11,
1999 ("Merger Agreement"), between Big Flower and BFH Merger Corp., pursuant to
which BFH Merger Corp. will be merged with and into Big Flower, with Big Flower
as the surviving corporation. BFH Merger Corp. was formed by THL Equity Fund IV
and Evercore Capital Partners and their respective affiliates for the purpose of
consummating the merger.
Under the terms, and subject to the conditions of the Merger Agreement, each
outstanding share of Big Flower common stock, par value $0.01 per share ("Big
Flower Common Stock"), other than shares held by Big Flower in its treasury or
by one of its subsidiaries, certain shares retained by members of management in
the merger, and shares for which appraisal rights are perfected in accordance
with Delaware law, will be converted into the right to receive $31.50 in cash.
On October 25, 1999, Big Flower mailed to its stockholders and filed with
the Commission a definitive proxy statement on Schedule 14A (the "Proxy
Statement") relating to the annual meeting of stockholders of Big Flower. On
November 3, 1999, Big Flower mailed to its stockholders and filed with the
Commission a supplement to the Proxy Statement (the "Supplement") to provide
further information to Big Flower's stockholders regarding the merger and the
transactions related to the merger. A copy of the Proxy Statement is attached
hereto as Exhibit (d)(1), a copy of the Supplement is attached hereto as
Exhibit (d)(2) and a copy of the Merger Agreement is attached as Appendix A to
the Proxy Statement.
At the Big Flower meeting held on November 23, 1999, the stockholders of Big
Flower voted upon and approved: the adoption of the Merger Agreement, the
election of two directors to the Big Flower board of directors, a proposal to
permit the proxies, in their discretion, to adjourn the meeting for the sole
purpose of soliciting more votes or proxies in favor of the Merger Agreement,
and the ratification of the appointment of Deloitte & Touche LLP as Big Flower's
independent certified public accountants.
The Cross Reference Sheet herein is supplied pursuant to General Instruction
F to Schedule 13E-3 and shows the location in the Proxy Statement and Supplement
that responds to each item of this statement. The information in the Proxy
Statement and Supplement, including all exhibits thereto, is hereby expressly
incorporated by reference to this transaction statement, and the responses to
each item are qualified in their entirety by the provisions of the Proxy
Statement and Supplement. Capitalized terms used but not defined in this
statement shall have the meanings given to them in the Proxy Statement.
2
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CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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</TABLE>
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
<TABLE>
<S> <C>
(a)............................ Cover Page; "Description of Big Flower".
(b)............................ "Summary--The Big Flower Meeting"; "Market Price and
Dividend Data--Number of Stockholders"; "The Big Flower
Meeting--Voting".
(c)............................ "Special Factors--Effect of the Merger on Big Flower Capital
Stock"; "Market Price and Dividend Data".
(d)............................ "Market Price and Dividend Data--Dividend Information".
(e)............................ "Market Price and Dividend Data".
(f)............................ Appendix E--"Transactions Involving Big Flower Common Stock
by 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., Big
Flower and Executive Officers and Directors of Big Flower".
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
This Transaction Statement is being filed by the issuer of the class of
equity securities which is the subject of the Rule 13e-3 transaction, jointly
with BFH Merger Corp., Evercore Capital Partners, Evercore Partners L.L.C.,
Evercore NQ, Evercore Offshore, EBF Group, THL Equity Fund IV, THL Advisors, R.
Theodore Ammon, Edward T. Reilly and Richard L. Ritchie.
<TABLE>
<S> <C>
(a)--(d)....................... "Questions and Answers About the Merger"; "Description of
Big Flower"; "Description of BFH Merger Corp.--Thomas H. Lee
Equity Fund IV"; "Description of BFH Merger Corp.--Evercore
Capital Partners"; Appendix F--"Information Relating to
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., Thomas H.
Lee Equity Fund IV, L.P., THL Equity Advisors IV, LLC, and
their Respective Principals, and the Executive Officers and
Directors of BFH Merger Corp. and Big Flower".
(e)--(f)....................... None of the directors or executive officers of Big Flower,
BFH Merger Corp., Evercore Capital Partners, Evercore
Partners L.L.C., Evercore NQ, Evercore Offshore,
EBF Group, THL Equity Fund IV or THL Advisors nor any of
Thomas H. Lee, Roger C. Altman, Austin M. Beutner or David
G. Offensend: (a) was, during the last five years, convicted
in a criminal proceeding (excluding traffic violations or
similar proceedings) or (b) was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of
such laws.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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</TABLE>
ITEM 2. IDENTITY AND BACKGROUND. (CONTINUED)
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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<S> <C>
(g)............................ Appendix F--"Information Relating to 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., Thomas H. Lee Equity Fund IV,
L.P., THL Equity Advisors IV, LLC, and their Respective
Principals, and the Executive Officers and Directors of BFH
Merger Corp. and Big Flower".
</TABLE>
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
<TABLE>
<S> <C>
(a)(1)......................... Appendix E--"Transactions Involving Big Flower Common Stock
by 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., Big
Flower and Executive Officers and Directors of Big Flower".
(a)(2)......................... "Special Factors--Background of the Merger"; Supplement:
"Background of the Merger".
(b)............................ "Special Factors--Conflicts of Interest of Certain Members
of the Big Flower Board of Directors and Management";
"Special Factors--Background of the Merger"; Supplement:
"Background of the Merger".
</TABLE>
ITEM 4. TERMS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a)............................ "Questions and Answers About the Merger"; "Summary";
"Special Factors"; "The Merger Agreement"; "Description of
Big Flower Capital Stock Following the Merger"; Appendix
A--"Amended and Restated Agreement and Plan of Merger, dated
as of October 11, 1999, between Big Flower Holdings, Inc.
and BFH Merger Corp."; Supplement: "Additional Information
Regarding the Rabbi Trust"; Supplement: "Additional
Information Regarding Columbine JDS Systems and the Internet
Investments".
(b)............................ "Questions and Answers About the Merger";
"Summary--Conflicts of Interests of Management Members of
the Big Flower Board and Management"; "Special
Factors--Conflicts of Interest of Certain Members of the Big
Flower Board of Directors and Management"; "The Merger
Agreement--Consideration to Be Received in the Merger"; "The
Merger Agreement--Covenants"; Supplement: "Additional
Information Regarding the Rabbi Trust"; Supplement:
"Additional Information Regarding Columbine JDS Systems and
the Internet Investments".
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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</TABLE>
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
<TABLE>
<S> <C>
(a)............................ "Summary"; "Special Factors--Background of the Merger";
"Special Factors--Consequences of the Merger; Plans for Big
Flower After the Merger"; "The Merger Agreement--Covenants;
Columbine JDS Systems"; Appendix A--"Amended and Restated
Agreement and Plan of Merger, dated as of October 11, 1999,
between Big Flower Holdings, Inc. and BFH Merger Corp.";
Supplement: "Additional Information Regarding Columbine JDS
Systems and the Internet Investments"; Supplement:
"Background of the Merger".
(b)............................ "Summary"; "Special Factors--Background of the Merger";
"Special Factors--Consequences of the Merger; Plans for Big
Flower After the Merger"; "The Merger Agreement--Covenants;
Columbine JDS Systems"; "The Merger Agreement--Covenants;
Internet Investments"; Appendix A--"Amended and Restated
Agreement and Plan of Merger, dated as of October 11, 1999,
between Big Flower Holdings, Inc. and BFH Merger Corp.";
Supplement: "Additional Information Regarding Columbine JDS
Systems and the Internet Investments"; Supplement:
"Background of the Merger".
(c)............................ "Special Factors--Consequences of the Merger; Plans for Big
Flower After the Merger"; "The Merger Agreement--Corporate
Governance"; "Directors and Management of Big Flower
Following the Merger".
(d)............................ "Special Factors--Source and Amount of Funds"; "Special
Factors--Big Flower Press Debt Tender Offer";
"Capitalization"; "Sources and Uses"; "Description of Big
Flower Capital Stock Following the Merger"; "Market Price
and Dividend Data--Dividend Information"; Supplement:
"Additional Information Regarding the Rabbi Trust";
Supplement: "Additional Information Regarding the Big Flower
Press Debt Tender Offer".
(e)............................ "Description of Big Flower Capital Stock Following the
Merger"; "Special Factors--Consequences of the Merger; Plans
for Big Flower After the Merger"; "Special Factors--Source
and Amount of Funds"; "Capitalization"; "Sources and Uses";
Supplement: "Additional Information Regarding the Rabbi
Trust".
(f)............................ "Special Factors--Effect of the Merger on Big Flower Capital
Stock".
(g)............................ "Special Factors--Effect of the Merger on Big Flower Capital
Stock".
</TABLE>
ITEM 6. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
<TABLE>
<S> <C>
(a)............................ "Summary--Source and Amount of Funds and Other
Consideration"; "Special Factors--Source and Amount of
Funds"; "Sources and Uses".
(b)............................ "Special Factors--Fees and Expenses of the Merger"; "The
Merger Agreement--Fees and Expenses"; Supplement:
"Additional Information Regarding Fees and Expenses of the
Merger".
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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<S> <C>
</TABLE>
ITEM 6. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (CONTINUED)
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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<S> <C>
(c)............................ "Special Factors--Source and Amount of Funds";
"Capitalization"; "Sources and Uses".
(d)............................ Not Applicable.
</TABLE>
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
<TABLE>
<S> <C>
(a)............................ "Special Factors--Background of the Merger"; "Special
Factors--Big Flower's Reasons for the Merger; Recommendation
of the Big Flower Board of Directors"; Supplement:
"Background of the Merger"; Supplement: "Additional
Information Regarding Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors".
(b)............................ "Special Factors--Background of the Merger"; "Special
Factors--Big Flower's Reasons for the Merger; Recommendation
of the Big Flower Board of Directors"; Supplement:
"Background of the Merger"; Supplement: "Additional
Information Regarding Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors".
(c)............................ "Special Factors--Background of the Merger"; "Special
Factors--Big Flower's Reasons for the Merger; Recommendation
of the Big Flower Board of Directors"; Supplement:
"Background of the Merger"; Supplement: "Additional
Information Regarding Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors";
Supplement: "Additional Information Regarding Columbine JDS
Systems and the Internet Investments".
(d)............................ "Questions and Answers About the Merger"; "Summary--What You
Will Receive in the Merger"; "Summary--Conflicts of
Interests of Management Members of the Big Flower Board and
Management"; "Special Factors--Effect of the Merger on Big
Flower Capital Stock"; "Capitalization"; "Sources and Uses";
"United States Federal Income Tax Considerations"; "Special
Factors--Accounting Treatment"; "Directors and Management of
Big Flower Following the Merger".
</TABLE>
ITEM 8. FAIRNESS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a) and (b).................... "Summary--Recommendation of the Big Flower Board"; "Special
Factors--Background of the Merger"; "Special Factors--Big
Flower's Reasons for the Merger; Recommendation of the Big
Flower Board of Directors"; "Special Factors--Opinions of
Big Flower's Financial Advisors"; "Special Factors--Fairness
of the Merger"; Supplement: "Background of the Merger";
Supplement: "Additional Information Regarding Big Flower's
Reasons for the Merger; Recommendation of the Big Flower
Board of Directors"; Supplement: "Additional Information
Regarding Opinions of Big Flower's Financial Advisors";
Supplement: "Additional Information Regarding the Fairness
of the Merger".
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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<S> <C>
</TABLE>
ITEM 8. FAIRNESS OF THE TRANSACTION. (CONTINUED)
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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<S> <C>
(c)............................ "The Big Flower Meeting--Voting"; "Special Factors--Fairness
of the Merger".
(d)............................ "Special Factors--Background of the Merger"; "Special
Factors--Big Flower's Reasons for the Merger; Recommendation
of the Big Flower Board of Directors"; "Special
Factors--Opinions of Big Flower's Financial Advisors";
"Special Factors--Fairness of the Merger"; Supplement:
"Background of the Merger"; Supplement: "Additional
Information Regarding Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors";
Supplement: "Additional Information Regarding Opinions of
Big Flower's Financial Advisors".
(e)............................ "Summary--Recommendation of the Big Flower Board"; "Special
Factors--Background of the Merger"; "Special
Factors--Conflicts of Interest of Certain Members of the Big
Flower Board of Directors and Management"; "Special
Factors--Fairness of the Merger"; "Special Factors--Big
Flower's Reasons for the Merger; Recommendation of the Big
Flower Board of Directors"; Supplement: "Background of the
Merger"; Supplement: "Additional Information Regarding Big
Flower's Reasons for the Merger; Recommendation of the Big
Flower Board of Directors".
(f)............................ "Special Factors--Background of the Merger"; "Special
Factors--Big Flower's Reasons for the Merger; Recommendation
of the Big Flower Board of Directors"; Supplement:
"Background of the Merger"; Supplement: "Additional
Information Regarding Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors".
</TABLE>
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
<TABLE>
<S> <C>
(a)--(c)....................... "Summary--Opinions of Financial Advisors"; "Special
Factors-- Background of the Merger"; "Special
Factors--Opinions of Big Flower's Financial Advisors";
Appendix B--"Opinion of Goldman, Sachs & Co., dated
October 11, 1999"; Appendix C--"Opinion of Berenson Minella
& Company, dated October 11, 1999"; Supplement: "Background
of the Merger"; Supplement: "Additional Information
Regarding Opinions of Big Flower's Financial Advisors";
Supplement: "Additional Information Regarding the Fairness
of the Merger".
</TABLE>
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<S> <C>
(a)............................ "Special Factors--Conflicts of Interest of Certain Members
of the Big Flower Board of Directors and Management";
"Directors and Management of Big Flower Following the
Merger"; "Other Information for the Big Flower
Meeting--Voting Securities and Principal Holders Thereof".
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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<S> <C>
</TABLE>
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (CONTINUED)
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
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<S> <C>
(b)............................ Appendix E--"Transactions Involving Big Flower Common Stock
by 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., Big
Flower and Executive Officers and Directors of Big Flower".
</TABLE>
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
<TABLE>
<S> <C>
"Summary--The Big Flower Meeting"; "The Big Flower Meeting--
Voting"; "Special Factors--Conflicts of Interest of Certain
Members of the Big Flower Board of Directors and
Management"; "Special Factors-- Source and Amount of Funds";
"Sources and Uses".
On November 19, 1999, Big Flower entered into an agreement
with Mr. Reilly and Treasure Chest Advertising Company, Inc.
with respect to (i) the exchange by Mr. Reilly of a portion
of the value of his options for certain rights to acquire
shares of common stock of Big Flower following the merger,
(ii) the grant to Mr. Reilly of certain options to purchase
common stock of Big Flower following the merger and
(iii) the consequences of the termination of Mr. Reilly's
employment during the first year after the merger. The full
text of this agreement is attached hereto as
Exhibit (c)(2).
On November 24, 1999, Big Flower reached an understanding
with Mr. Ritchie with respect to his investment in Big
Flower upon the effectiveness of the merger and the
consequences of the termination of Mr. Ritchie's employment
during the first year after the merger. Pursuant to this
understanding, Mr. Ritchie would be entitled to exchange the
value of his options for rights to acquire 65,714 shares of
common stock of Big Flower following the merger. During the
period leading to the last business day prior to the first
anniversary of the merger (the "Initial Year"), Mr. Ritchie
would have a one-time right to sell any or all of these
rights to Big Flower if his employment is terminated for any
reason, including his resignation, other than for cause, for
an amount equal to $31.50 per underlying share of common
stock. During the Initial Year, Big Flower would have a
one-time right to purchase any or all of these rights from
Mr. Ritchie if his employment is terminated for any reason
for an amount equal to $31.50 per underlying share of common
stock. Big Flower also reached an understanding with
Mr. Ritchie that would grant Mr. Ritchie options to purchase
131,428 shares of common stock of Big Flower following the
merger. Big Flower also reached an understanding with
Mr. Ritchie that would entitle him to certain severance
payments under his existing Executive Change in Control
Severance Agreement if he elects to resign at the end of the
Initial Year. Big Flower expects to formalize these
understandings with Mr. Ritchie contemporaneously with the
effectiveness of the merger.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
LOCATION IN PROXY STATEMENT (OR SUPPLEMENT, WHERE INDICATED)
ITEM OF SCHEDULE 13E-3 (INCORPORATED HEREIN BY REFERENCE)
- ---------------------- ------------------------------------------------------------
<S> <C>
</TABLE>
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
<TABLE>
<S> <C>
(a)............................ "Summary--The Big Flower Meeting"; "Summary--Recommendation
of the Big Flower Board"; "The Big Flower Meeting--Voting";
"Special Factors--Conflicts of Interest of Certain Members
of the Big Flower Board of Directors and Management";
"Special Factors--Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors";
"Special Factors--Source and Amount of Funds"; "Special
Factors--Fairness of the Merger"; Supplement: "Additional
Information Regarding the Rabbi Trust"; Supplement:
"Additional Information Regarding Reasons for the Merger;
Recommendation of the Big Flower Board of Directors";
Supplement: "Additional Information Regarding the Fairness
of the Merger".
(b)............................ "Summary--Recommendation of the Big Flower Board"; "The Big
Flower Meeting--General"; "Special Factors--Big Flower's
Reasons for the Merger; Recommendation of the Big Flower
Board of Directors"; "Special Factors--Fairness of the
Merger"; Supplement: "Additional Information Regarding
Reasons for the Merger; Recommendation of the Big Flower
Board of Directors"; Supplement: "Additional Information
Regarding the Fairness of the Merger".
</TABLE>
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a)............................ "Summary--Appraisal Rights"; "Appraisal Rights"; Appendix
D-- "Section 262 of the Delaware General Corporation Law".
(b)............................ Not Applicable.
(c)............................ Not Applicable.
</TABLE>
ITEM 14. FINANCIAL INFORMATION.
<TABLE>
<S> <C>
Pursuant to General Instruction D to Schedule 13E-3, Big
Flower's Annual Report on Form 10-K for the year ended
December 31, 1998 and its Quarterly Report on Form 10-Q for
the quarters ended March 31, 1999 and June 30, 1999 are
incorporated by reference in the Proxy Statement. Big
Flower's audited financial statements for the periods
covered by the Form 10-K and unaudited financial statements
for the periods covered by the Forms 10-Q are incorporated
herein by reference.
</TABLE>
<TABLE>
<S> <C>
(a) and (b).................... "Summary--Selected Historical Financial Data".
</TABLE>
9
<PAGE>
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
<TABLE>
<S> <C>
(a)............................ "Summary"; "The Big Flower Meeting--Solicitation of
Proxies"; "Special Factors--Background of the Merger";
"Special Factors--Consequences of the Merger; Plans for Big
Flower After the Merger"; "The Merger Agreement--Covenants;
Columbine JDS Systems"; "The Merger Agreement--Covenants;
Internet Investments"; Appendix A--"Amended and Restated
Agreement and Plan of Merger, dated as of October 11, 1999,
between Big Flower Holdings, Inc. and BFH Merger Corp.";
Supplement: "Additional Information Regarding Columbine JDS
Systems and the Internet Investments".
(b)............................ "The Big Flower Meeting--Solicitation of Proxies".
</TABLE>
ITEM 16. ADDITIONAL INFORMATION.
<TABLE>
<S> <C>
The Proxy Statement and Supplement and the Appendices and
Exhibits attached thereto.
</TABLE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<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.*
</TABLE>
10
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (CONTINUED)
<TABLE>
<S> <C>
(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.***
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. ***
Exhibit(e) Section 262 of the Delaware General Corporation Law
(included as Appendix D to the Proxy Statement).
Exhibit(f) Not Applicable
</TABLE>
- ------------------------
* 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 herewith.
11
<PAGE>
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in the Cover Page and "Description of Big
Flower" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "Summary--The Big Flower Meeting"; "Market
Price and Dividend Data--Number of Stockholders"; and "Big Flower
Meeting--Voting" of the Proxy Statement is incorporated herein by
reference.
(c) The information set forth in "Special Factors--Effect of the Merger on
Big Flower Capital Stock"; and "Market Price and Dividend Data" of the
Proxy Statement is incorporated herein by reference.
(d) The information set forth in "Market Price and Dividend Data--Dividend
Information" of the Proxy Statement is incorporated herein by reference.
(e) The information set forth in "Market Price and Dividend Data" of the
Proxy Statement is incorporated herein by reference.
(f) The information set forth in Appendix E--"Transactions Involving Big
Flower Common Stock by 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., Big Flower and Executive
Officers and Directors of Big Flower" of the Proxy Statement is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Transaction Statement is being filed by the issuer of the class of
equity securities which is the subject of the Rule 13e-3 transaction, jointly
with BFH Merger Corp., Evercore Capital Partners, Evercore Partners L.L.C.,
Evercore NQ, Evercore Offshore, EBF Group, THL Equity Fund IV, THL Advisors, A.
Theodore Ammon, Edward T. Reilly and Richard L. Ritchie.
(a)--(d) The information set forth in "Questions and Answers About the
Merger"; "Description of Big Flower"; "Description of BFH Merger
Corp.--Thomas H. Lee Equity Fund IV"; "Description of BFH Merger
Corp.--Evercore Capital Partners"; and Appendix F--"Information
Relating to 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., Thomas H. Lee
Equity Fund IV, L.P., THL Equity Advisors IV, LLC, and their
Respective Principals, and the Executive Officers and Directors of
BFH Merger Corp. and Big Flower" of the Proxy Statement is
incorporated herein by reference.
(e)--(f) None of the directors or executive officers of Big Flower, BFH
Merger Corp., Evercore Capital Partners, Evercore Partners L.L.C.,
Evercore NQ, Evercore Offshore, EBF Group, THL Equity Fund IV or
THL Advisors nor any of Thomas H. Lee, Roger Altman, Austin M.
Beutner or David G. Offensend: (a) was, during the last five years,
convicted in a criminal proceeding (excluding traffic violations or
similar proceedings) or (b) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding
any violation of such laws.
(g) The information set forth in Appendix F--"Information Relating to
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., Thomas H. Lee
12
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND. (CONTINUED)
Equity Fund IV, L.P., THL Equity Advisors IV, LLC, and their
Respective Principals, and the Executive Officers and Directors of
BFH Merger Corp. and Big Flower" of the Proxy Statement is
incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in Appendix E--"Transactions Involving Big
Flower Common Stock by 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., Big Flower and Executive
Officers and Directors of Big Flower" of the Proxy Statement, is
incorporated herein by reference.
(a)(2) The information set forth in "Special Factors--Background of the
Merger" of the Proxy Statement, and "Background of the Merger" of the
Supplement, is incorporated herein by reference.
(b) The information set forth in "Special Factors--Conflicts of Interest
of Certain Members of the Big Flower Board of Directors and
Management"; and "Special Factors--Background of the Merger" of the
Proxy Statement, and "Background of the Merger" of the Supplement, is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "Questions and Answers About the Merger";
"Summary"; "Special Factors"; "The Merger Agreement"; "Description of Big
Flower Capital Stock Following the Merger"; and Appendix A--"Amended and
Restated Agreement and Plan of Merger, dated as of October 11, 1999,
between Big Flower Holdings, Inc. and BFH Merger Corp." of the Proxy
Statement, and "Additional Information Regarding the Rabbi Trust"; and
"Additional Information Regarding Columbine JDS Systems and the Internet
Investments" of the Supplement, is incorporated herein by reference.
(b) The information set forth in "Questions and Answers About the Merger";
"Summary--Conflicts of Interest of Management Members of the Big Flower
Board and Management"; "Special Factors--Conflicts of Interest of Certain
Members of the Big Flower Board of Directors and Management"; "The Merger
Agreement--Consideration to Be Received in the Merger"; and "The Merger
Agreement--Covenants" of the Proxy Statement, and "Additional Information
Regarding the Rabbi Trust"; and "Additional Information Regarding
Columbine JDS Systems and the Internet Investments" of the Supplement, is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) The information set forth in "Summary"; "Special Factors--Background of
the Merger"; "Special Factors--Consequences of the Merger; Plans for Big
Flower After the Merger"; "The Merger Agreement--Covenants; Columbine JDS
Systems"; Appendix A--"Amended and Restated Agreement and Plan of Merger,
dated as of October 11, 1999, between Big Flower Holdings, Inc. and BFH
Merger Corp." of the Proxy Statement, and "Additional Information
Regarding Columbine JDS Systems and the Internet Investments"; and
"Background of the Merger" of the Supplement, is incorporated herein by
reference.
13
<PAGE>
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (CONTINUED)
(b) The information set forth in "Summary"; "Special Factors--Background of
the Merger" "Special Factors--Consequences of the Merger; Plans for Big
Flower After the Merger"; "The Merger Agreement--Covenants; Columbine JDS
Systems"; "The Merger Agreement--Covenants; Internet Investments";
Appendix A--"Amended and Restated Agreement and Plan of Merger, dated as
of October 11, 1999, between Big Flower Holdings, Inc. and BFH Merger
Corp." of the Proxy Statement, and "Additional Information Regarding
Columbine JDS Systems and the Internet Investments"; and "Background of
the Merger" of the Supplement, is incorporated herein by reference.
(c) The information set forth in "Special Factors--Consequences of the
Merger; Plans for Big Flower After the Merger"; "The Merger
Agreement--Corporate Governance"; and "Directors and Management of Big
Flower Following the Merger" of the Proxy Statement is incorporated
herein by reference.
(d) The information set forth in "Special Factors--Source and Amount of
Funds"; "Special Factors--Big Flower Press Debt Tender Offer";
"Capitalization"; "Sources and Uses"; "Description of Big Flower Capital
Stock Following the Merger"; and "Market Price and Dividend
Data--Dividend Information" of the Proxy Statement, and "Additional
Information Regarding the Rabbi Trust"; and "Additional Information
Regarding the Big Flower Press Debt Tender Offer" of the Supplement, is
incorporated herein by reference.
(e) The information set forth in "Description of Big Flower Capital Stock
Following the Merger"; "Special Factors--Consequences of the Merger;
Plans for Big Flower After the Merger"; "Special Factors--Source and
Amount of Funds"; "Capitalization"; and "Sources and Uses" of the Proxy
Statement, and "Additional Information Regarding the Rabbi Trust" of the
Supplement, is incorporated herein by reference.
(f) The information set forth in "Special Factors--Effect of the Merger on
Big Flower Capital Stock" of the Proxy Statement is incorporated herein
by reference.
(g) The information set forth in "Special Factors--Effect of the Merger on
Big Flower Capital Stock" of the Proxy Statement is incorporated herein
by reference.
ITEM 6. SOURCES AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
(a) The information set forth in "Summary--Source and Amount of Funds and
Other Consideration"; "Special Factors--Source and Amount of Funds"; and
"Sources and Uses" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "Special Factors--Fees and Expenses of the
Merger"; and "The Merger Agreement--Fees and Expenses" of the Proxy
Statement, and "Additional Information Regarding Fees and Expenses of the
Merger" of the Supplement, is incorporated herein by reference.
(c) The information set forth in "Special Factors--Source and Amount of
Funds"; "Capitalization"; and "Sources and Uses" of the Proxy Statement
is incorporated herein by reference.
(d) Not Applicable.
14
<PAGE>
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in "Special Factors--Background of the
Merger"; and "Special Factors--Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors" of the Proxy
Statement, and "Background of the Merger"; and "Additional Information
Regarding Big Flower's Reasons for the Merger; Recommendation of the Big
Flower Board of Directors" of the Supplement, is incorporated herein by
reference.
(b) The information set forth in "Special Factors--Background of the
Merger"; and "Special Factors--Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors" of the Proxy
Statement, and "Background of the Merger"; and "Additional Information
Regarding Big Flower's Reasons for the Merger; Recommendation of the Big
Flower Board of Directors" of the Supplement, is incorporated herein by
reference.
(c) The information set forth in "Special Factors--Background of the
Merger"; and "Special Factors--Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors" of the Proxy
Statement, and "Background of the Merger"; "Additional Information
Regarding Big Flower's Reasons for the Merger; Recommendation of the Big
Flower Board of Directors"; and "Additional Information Regarding
Columbine JDS Systems and the Internet Investments" of the Supplement, is
incorporated herein by reference.
(d) The information set forth in "Questions and Answers About the Merger";
"Summary--What You Will Receive in the Merger"; "Summary--Conflicts of
Interests of Management Members of the Big Flower Board and Management";
"Special Factors--Consequences of the Merger; Plans for Big Flower After
the Merger"; "Special Factors--Effect of the Merger on Big Flower Capital
Stock"; "Capitalization"; "Sources and Uses"; "United States Federal
Income Tax Considerations"; "Special Factors--Accounting Treatment"; and
"Directors and Management of Big Flower Following the Merger" of the
Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)--(b) The information set forth in "Summary--Recommendation of the Big
Flower Board"; "Special Factors--Background of the Merger";
"Special Factors--Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors"; "Special
Factors--Opinions of Big Flower's Financial Advisors"; and "Special
Factors--Fairness of the Merger" of the Proxy Statement, and
"Background of the Merger"; "Additional Information Regarding Big
Flower's Reasons for the Merger; Recommendation of the Big Flower
Board of Directors"; "Additional Information Regarding Opinions of
Big Flower's Financial Advisors"; and "Additional Information
Regarding the Fairness of the Merger" of the Supplement, is
incorporated herein by reference.
(c) The information set forth in "The Big Flower Meeting--Voting"; and
"Special Factors--Fairness of the Merger" of the Proxy Statement is
incorporated herein by reference.
(d) The information set forth in "Special Factors--Background of the
Merger"; "Special Factors--Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors"; "Special
Factors--Opinions of Big Flower's Financial Advisors"; and "Special
Factors--Fairness of the Merger" of the Proxy Statement, and
"Background of the Merger"; "Additional Information Regarding Big
Flower's Reasons for the Merger; Recommendation of the Big Flower
Board of Directors"; and "Additional Information Regarding Opinions
of Big Flower's Financial Advisors" of the Supplement, is
incorporated herein by reference.
15
<PAGE>
ITEM 8. FAIRNESS OF THE TRANSACTION. (CONTINUED)
(e) The information set forth in "Summary--Recommendation of the Big
Flower Board"; "Special Factors--Background of the Merger"; "Special
Factors--Conflicts of Interest of Certain Members of the Big Flower
Board of Directors and Management"; "Special Factors--Fairness of
the Merger"; and "Special Factors--Big Flower's Reasons for the
Merger; Recommendation of the Big Flower Board of Directors" of the
Proxy Statement, and "Background of the Merger"; "Additional
Information Regarding Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors" of the
Supplement, is incorporated herein by reference.
(f) The information set forth in "Special Factors--Background of the
Merger"; and "Special Factors--Big Flower's Reasons for the Merger;
Recommendation of the Big Flower Board of Directors" of the Proxy
Statement, and "Background of the Merger"; "Additional Information
Regarding Big Flower's Reasons for the Merger; Recommendation of the
Big Flower Board of Directors" of the Supplement, is incorporated
herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)--(c) The information set forth in "Summary--Opinions of Financial
Advisors"; "Special Factors--Background of the Merger"; "Special
Factors--Opinions of Big Flower's Financial Advisors";
Appendix B--"Opinion of Goldman, Sachs & Co., dated October 11,
1999"; and Appendix C--"Opinion of Berenson Minella & Company,
dated October 11, 1999" of the Proxy Statement, and "Background of
the Merger"; "Additional Information Regarding Opinions of Big
Flower's Financial Advisors"; and "Additional Information Regarding
the Fairness of the Merger" of the Supplement, is incorporated
herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "Special Factors--Conflicts of Interest of
Certain Members of the Big Flower Board of Directors and Management";
"Directors and Management of Big Flower Following the Merger"; and "Other
Information for the Big Flower Meeting--Voting Securities and Principal
Holders Thereof" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in Appendix E--"Transactions Involving Big
Flower Common Stock by 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., Big Flower and Executive
Officers and Directors of Big Flower" of the Proxy Statement is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "Summary--The Big Flower Meeting"; "The Big
Flower Meeting--Voting"; "Special Factors--Conflicts of Interest of Certain
Members of the Big Flower Board of Directors and Management"; "Special
Factors--Source and Amount of Funds"; and "Sources and Uses" of the Proxy
Statement is incorporated herein by reference.
On November 19, 1999, Big Flower entered into an agreement with Mr. Reilly
and Treasure Chest Advertising Company, Inc. with respect to (i) the exchange by
Mr. Reilly of a portion of the value of his options for certain rights to
acquire shares of common stock of Big Flower following the merger,
16
<PAGE>
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES. (CONTINUED)
(ii) the grant to Mr. Reilly of certain options to purchase common stock of Big
Flower following the merger and (iii) the consequences of the termination of
Mr. Reilly's employment during the first year after the merger. The full text of
this agreement is attached hereto as Exhibit (c)(2).
On November 24, 1999, Big Flower reached an understanding with Mr. Ritchie
with respect to his investment in Big Flower upon the effectiveness of the
merger and the consequences of the termination of Mr. Ritchie's employment
during the first year after the merger. Pursuant to this understanding,
Mr. Ritchie would be entitled to exchange the value of his options for rights to
acquire 65,714 shares of common stock of Big Flower following the merger. During
the period leading to the last business day prior to the first anniversary of
the merger (the "Initial Year"), Mr. Ritchie would have a one-time right to sell
any or all of these rights to Big Flower if his employment is terminated for any
reason, including his resignation, other than for cause, for an amount equal to
$31.50 per underlying share of common stock. During the Initial Year, Big Flower
would have a one-time right to purchase any or all of these rights from
Mr. Ritchie if his employment is terminated for any reason for an amount equal
to $31.50 per underlying share of common stock. Big Flower also reached an
understanding with Mr. Ritchie that would grant Mr. Ritchie options to purchase
131,428 shares of common stock of Big Flower following the merger. Big Flower
also reached an understanding with Mr. Ritchie that would entitle him to certain
severance payments under his existing Executive Change in Control Severance
Agreement if he elects to resign at the end of the Initial Year. Big Flower
expects to formalize these understandings with Mr. Ritchie contemporaneously
with the effectiveness of the merger.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in "Summary--The Big Flower Meeting";
"Summary--Recommendation of the Big Flower Board"; "The Big Flower
Meeting--Voting"; "Special Factors--Conflicts of Interest of Certain
Members of the Big Flower Board of Directors and Management"; "Special
Factors--Big Flower's Reasons for the Merger; Recommendation of the Big
Flower Board of Directors"; "Special Factors--Source and Amount of
Funds"; and "Special Factors--Fairness of the Merger" of the Proxy
Statement, and "Additional Information Regarding the Rabbi Trust";
"Additional Information Regarding Reasons for the Merger; Recommendation
of the Big Flower Board of Directors"; and "Additional Information
Regarding the Fairness of the Merger" of the Supplement, is incorporated
herein by reference.
(b) The information set forth in "Summary--Recommendation of the Big Flower
Board"; "The Big Flower Meeting--General"; "Special Factors--Big Flower's
Reasons for the Merger; Recommendation of the Big Flower Board of
Directors"; and "Special Factors--Fairness of the Merger" of the Proxy
Statement, and "Additional Information Regarding Reasons for the Merger;
Recommendation of the Big Flower Board of Directors"; and "Additional
Information Regarding the Fairness of the Merger" of the Supplement, is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "Summary--Appraisal Rights"; "Appraisal
Rights"; and Appendix D--"Section 262 of the Delaware General Corporation
Law" of the Proxy Statement is incorporated herein by reference.
(b) Not Applicable.
(c) Not Applicable.
17
<PAGE>
ITEM 14. FINANCIAL INFORMATION.
Pursuant to General Instruction D to Schedule 13E-3, Big Flower's Annual
Report on Form 10-K for the year ended December 31, 1998 and its Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999 are
incorporated by reference in the Proxy Statement. Big Flower's audited financial
statements for the periods covered by the Form 10-K and unaudited financial
statements for the periods covered by the Forms 10-Q are incorporated herein by
reference.
(a)--(b) The information set forth in "Summary--Selected Historical
Financial Data".
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "Summary"; "The Big Flower
Meeting--Solicitation of Proxies"; "Special Factors--Background of the
Merger"; "Special Factors--Consequences of the Merger; Plans for Big
Flower After the Merger"; "The Merger Agreement--Covenants; Columbine JDS
Systems"; "The Merger Agreement--Covenants; Internet Investments";
Appendix A--"Amended and Restated Agreement and Plan of Merger, dated as
of October 11, 1999, between Big Flower Holdings, Inc. and BFH Merger
Corp." of the Proxy Statement, and "Additional Information Regarding
Columbine JDS Systems and the Internet Investments" of the Supplement, is
incorporated herein by reference.
(b) The information set forth in "The Big Flower Meeting--Solicitation of
Proxies" of the Proxy Statement is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The Proxy Statement and Supplement and the Appendices and Exhibits attached
thereto are incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<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.**
</TABLE>
18
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (CONTINUED)
<TABLE>
<S> <C>
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.***
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.***
Exhibit(e) Section 262 of the Delaware General Corporation Law
(included as Appendix D to the Proxy Statement).
Exhibit(f) Not Applicable
</TABLE>
- ------------------------
* 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 herewith.
19
<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: November 29, 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>
20
<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>
21
<PAGE>
<TABLE>
<S> <C> <C>
BIG FLOWER HOLDINGS, INC.
By: /s/ MARK A. ANGELSON
-----------------------------------------
Name: Mark A. Angelson
Title: 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>
22
<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.***
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.***
Exhibit(e) Section 262 of the Delaware General Corporation Law
(included as Appendix D to the Proxy Statement).
Exhibit(f) Not Applicable
</TABLE>
23
<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 herewith.
24
<PAGE>
Exhibit 99(C)(2)
INTERIM AGREEMENT
THIS INTERIM AGREEMENT ("Agreement"), effective as of November 19,
1999, is entered into by and among Edward T. Reilly ("Executive"), Big Flower
Holdings, Inc., a Delaware corporation ("BFH") and Treasure Chest Advertising
Company, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of
BFH ("Treasure Chest").
WHEREAS, Executive, BFH and Treasure Chest are parties to an Employment
Agreement entered into by and among them as of March 29, 1996 ("Employment
Agreement");
WHEREAS, Executive currently holds options to purchase 520,000 shares
of common stock of BFH;
WHEREAS, in contemplation of the merger of BFH Merger Corp. with and
into BFH (the "Merger"), Executive, BFH and Treasure Chest desire to set forth
certain agreements reached with respect to (i) the exchange by Executive of a
portion of the value of his options for certain rights to acquire shares of
common stock of BFH following the Merger, (ii) the grant to Executive of certain
options to purchase common stock of BFH following the Merger and (iii) the
consequences of the termination of Executive's employment during the first year
after the Merger;
NOW THEREFORE, in consideration of the mutual agreements hereinafter
set forth, Executive, BFH and Treasure Chest agree as follows, intending to be
legally bound:
1. INVESTMENT. In connection with the Merger, BFH and Executive, among
other parties, shall enter into a Management Subscription Agreement in the form
developed by BFH and executed by other senior executives of BFH ("Subscription
Agreement"), that shall provide, among other things, that:
(a) Executive shall offer to acquire from BFH rights to
purchase 109,674 shares of common stock in BFH (the "Rights"), pursuant
to the terms to be set forth in the Subscription Agreement; and
(b) In exchange for such Rights, Executive shall surrender to
BFH stock options to purchase shares of common stock of BFH having a
value, as determined by BFH in accordance with Section 2.02 of the
Amended and Restated Agreement and Plan of Merger dated as of October
11, 1999 (the "Merger Agreement") between BFH Merger Corp. and BFH,
equal to $3,454,750;
provided, however, that Executive shall not be obligated to enter into the
Subscription Agreement if he is not satisfied, in his sole discretion, as to the
Federal income tax consequences of the investment.
<PAGE>
2. OPTIONS. Concurrently with the closing of the transactions
contemplated by the Subscription Agreement:
(a) BFH shall grant to Executive options to purchase an
additional 219,348 shares of common stock of BFH at a purchase price of
$31.50 per share (the "Options");
(b) Executive and BFH shall enter into an Option Agreement
that (i) provides that the Options shall vest and become exercisable at
the rate of 1/3 per year, beginning on the first anniversary of the
closing of the Merger (the "Closing Date") and ending on the third
anniversary thereof; provided, however, that in no event shall any
Options vest or become exercisable following the termination of
Executive's employment for any reason, nor shall any of the Options
vest or become exercisable, during the period from the Closing Date to
and including the day immediately prior to the first anniversary of the
Closing Date (such period shall be called the "Initial Year"),
notwithstanding the provisions of any other agreement to the contrary
and (ii) shall otherwise be in the form developed by BFH and executed
by other senior executives of BFH.
3. AMENDMENT TO EMPLOYMENT AND SUBSCRIPTION AGREEMENTS. Concurrently
with the closing of the transactions contemplated by the Subscription Agreement,
Executive, BFH and Treasure Chest shall enter into an amendment (the
"Amendment") to the Employment Agreement and the Subscription Agreement that
will provide for the following terms, among other things:
(a) In addition to the provisions of Article 4 of the
Employment Agreement, Executive may elect to resign, for any reason, as
of the last business day of the Initial Year by providing written
notice to BFH of such election no later than the 30th day prior to the
end of the Initial Year. If Executive elects to resign pursuant to this
provision and Executive's employment is not otherwise terminated prior
to the last business day of the Initial Year, then (A) none of the
Options shall vest and (B) Executive shall be entitled to receive the
termination payments described in Section 4(d) of the Employment
Agreement following the effective date of Executive's termination, in
accordance with the provisions for payment specified therein. If
Executive resigns pursuant to this provision and Executive intends to
exercise his right to sell the Rights to BFH pursuant to paragraph
(c)(i) below, Executive must provide notice of such intent concurrently
with the notice of resignation required by this paragraph, and the sale
and purchase of the Rights shall take place at the principal office of
BFH within five (5) business days after the effective date of
Executive's termination.
(b) For the avoidance of doubt and in consideration of the
parties' agreement that under no circumstances shall the Options vest
or become exercisable prior to the first anniversary of the Closing
Date, the provisions relating to the immediate vesting and
exercisability of equity incentive awards in clause (ii) of the first
sentence of Section 4(a), clause (ii) of the third sentence of Section
4(b), and clause (B)(iii) of the first sentence of
2
<PAGE>
Section 4(d) of the Employment Agreement therefore shall not apply
during the Initial Year, and any similar provisions shall be modified
as appropriate.
(c) For the Initial Year, the Put and Call provisions in
Sections 5.1 and 5.2 of the Subscription Agreement shall be superseded
and replaced by the following:
(i) In addition to any other rights that Executive
may have under the Employment Agreement or applicable law, if
Executive's employment is terminated during the Initial Year
for any reason other than for Cause (as defined in Section
4(c) of the Employment Agreement), Executive and his Permitted
Transferees (as defined in the Subscription Agreement) shall
have the one-time right to sell the Rights to BFH for an
amount equal to $31.50 per underlying share of common stock
(without regard to the fair market value of such Rights or
common stock as of the date of Executive's termination and
without interest or other compensation to Executive for the
period of Executive's investment in such Rights), which right
may be exercised (x) pursuant to the procedure specified in
paragraph (a) above, if applicable, or (y) otherwise by
providing written notice to BFH at any time after such
termination but prior to or on the final day of the Initial
Year;
(ii) In addition to any other rights that BFH may
have under the Employment Agreement or applicable law, if
Executive's employment is terminated during the Initial Year
for any reason, BFH shall have the one-time right to purchase
any or all of the Rights then held by the Executive and the
Purchaser's Group (as defined in the Subscription Agreement)
for an amount equal to $31.50 per underlying share of common
stock (without regard to the fair market value of such Rights
or common stock as of the date of Executive's termination and
without interest or other compensation to Executive for the
period of Executive's investment in such Rights), which right
may be exercised by providing written notice to Executive at
any time after such termination but prior to or on the final
day of the Initial Year; and
(iii) The closing of any sale and purchase of Rights
provided for in clause (i) or (ii) above shall take place at
the principal office of BFH within 5 business days after the
giving of the relevant notice.
(d) Sections 5.3 (Purchase Price to Be Paid by Company) and
6.1 (Certain Limitations on the Company's Obligations to Purchase
Common Stock or Rights) of the Subscription Agreement shall not apply
during the Initial Year.
(e) The Amendment shall not be integrated into, and shall
constitute a valid amendment to, the Subscription Agreement.
3
<PAGE>
4. EFFECT OF AGREEMENT; SURVIVAL. This Agreement describes certain
specific terms and conditions to which the parties have agreed concerning
Executive's investment in, and continued employment with, BFH following the
Merger. The parties expressly contemplate that the terms of this Agreement will
be incorporated in, and superseded by, the Subscription Agreement and the
Amendment.
5. TERMINATION OF AGREEMENT. This Agreement shall terminate upon the
earliest of: (i) the execution and delivery of the Amendment, (ii) the
termination of Executive's employment or (iii) the termination of the Merger
Agreement.
6. MODIFICATION. This Agreement may not be modified except in a writing
executed by each of the parties hereto.
7. DISPUTE RESOLUTION. Executive, BFH and Treasure Chest each agree
that any dispute that arises as to the parties' rights and obligations under
this Agreement shall be resolved by binding arbitration in accordance with the
terms of Section 8 of the Employment Agreement.
8. GOVERNING LAW. This Agreement and the legal relations thus created
among the parties hereto shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
BIG FLOWER HOLDINGS, INC.
By: /s/ Mark A. Angelson
-------------------------------------
Mark A. Angelson
Executive Vice President - Office of
the Chairman
TREASURE CHEST ADVERTISING
COMPANY, INC.
By: /s/ Mark A. Angelson
-------------------------------------
Mark A. Angelson
Executive Vice President and Secretary
/s/ Edward T. Reilly
----------------------------------------
EDWARD T. REILLY
4
<PAGE>
