BIG FLOWER HOLDINGS INC/
DEFA14A, 1999-11-12
COMMERCIAL PRINTING
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                                  SCHEDULE 14A
                                 (RULE 14A-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                  PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

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/ /     Preliminary Proxy Statement            / /   Confidential, for Use of
                                                     the Commission Only (as
                                                     permitted by Rule
                                                     14a-6(e)(2))

/ /     Definitive Proxy Statement

/X/     Definitive Additional Materials

/ /     Soliciting Material Pursuant to Rule 14a-11(c) or Rule
        14a-12

                            BIG FLOWER HOLDINGS, INC.
                (Name of Registrant as Specified In Its Charter)
                ------------------------------------------------

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BIG FLOWER SAYS INSTITUTIONAL SHAREHOLDER SERVICES
RECOMMENDS A VOTE FOR THE MERGER

NEW YORK, NY., November 9, 1999 - Big Flower Holdings, Inc. (NYSE:BGF) today
reported that Institutional Shareholder Services (ISS), a leading institutional
shareholder advisory firm, has recommended that its subscribers vote for the
merger of BFH Merger Corp., an affiliate of Thomas H. Lee Company and Evercore
Capital Partners, with and into Big Flower.

In the merger, public stockholders would receive an all cash consideration of
$31.50 per share of common stock. A vote of Big Flower's stockholders to approve
the merger is scheduled for Tuesday, November 23, 1999.

In its analysis, ISS said: "Based on the market premium at the time of the
company's announcement that it was going to explore strategic transactions, the
company's efforts to select the best strategic alternative, and the fairness
opinions rendered by Goldman Sachs and Berenson Minella, we believe the merger
agreement warrants shareholder support."

The ISS report concludes: "We recommend a vote for the merger agreement."


                                      # # #

For more information, contact:       James Abernathy
                                     Abernathy, MacGregor Frank
                                     212.371.5999



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