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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
FORM 10-K/A
AMENDMENT NO. 2
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_______________________
(MARK ONE)
/ / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended ___________________
OR
/ x / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from July 1, 1995 to December 31, 1995
Commission file number 1-14084
_______________________
BIG FLOWER PRESS HOLDINGS, INC.
Formerly known as BFP Holdings Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-376-8322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
3 East 54th Street
New York, New York 10022 (212) 521-1600
(Address of principal executive offices) (Registrant's
telephone number)
_______________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value New York Stock Exchange
Series A Junior Preferred Stock New York Stock Exchange
_______________________
Securities registered pursuant to Section 12(g) of the Act: None
_______________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates on
May 31, 1996 (based upon the closing sale price) was $112,648,595. For purposes
of the foregoing calculation only, all directors and executive officers of
the registrant have been deemed affiliates.
As of May 31, 1996, there were 14,715,745 shares of the registrant's Common
Stock, par value $0.01 per share, and 1,738,692 shares of the registrant's Class
B Common Stock, par value $0.01 per share, outstanding.
Documents Incorporated By Reference: None
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of Big Flower as of May 31, 1996 are
as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
R. Theodore Ammon. . . . . 46 Chairman of the Board and Chief
Executive Officer
Donald E. Roland. . . . 53 Director
Sanford G. Scheller . . 64 Vice Chairman of the Board
Leon D. Black . . . . . 43 Director
Edward M. Yorke . . . . 36 Director
Peter G. Diamandis. . . 63 Director
Joan Daniels Manley . . 62 Director
Edward T. Reilly. . . . 49 President and Chief Operating Officer
Mark A. Angelson. . . . 45 Executive Vice President and General
Counsel and Secretary of the Board
</TABLE>
R. Theodore Ammon has been the Chairman of the Board and Chief Executive
Officer of Big Flower since its inception. Mr. Ammon has also been the Chairman
of the Board of Treasure Chest since 1993. Mr. Ammon was a General Partner of
Kohlberg Kravis Roberts & Co. (a New York and San Francisco-based investment
firm) from 1990 to 1992, and an executive of such firm prior to 1990. Mr. Ammon
is also a member of the Board of Directors of Host Marriott Corporation,
Foodbrands America, Inc., Culligan Water Technologies, Inc. and Samsonite
Corporation. In addition, Mr. Ammon serves on the Board of Directors of the New
York YMCA and on the Board of Trustees of Bucknell University.
Donald E. Roland has been a Director of Big Flower since June 1995 and has
been the Chief Executive Officer of Treasure Chest since June 1995, President of
Treasure Chest since March 1995 and Chief Operating Officer of Treasure Chest
since 1994. Mr. Roland served as the Executive Vice President of Treasure Chest
from 1993 to 1994 and Senior Vice President, Operations of Treasure Chest from
1984 to 1993. From 1983 to 1984, Mr. Roland served as Group Vice President of
Treasure Chest's Mid-American Operations. Prior to joining Treasure Chest in
1983, Mr. Roland held numerous positions at Times Mirror Press, most recently as
Vice President, Operations.
Sanford G. Scheller has been Vice Chairman of Big Flower since June 1995
and has been a Director of Big Flower since 1993. Mr. Scheller was the Chief
Executive Officer of Treasure Chest from 1986 to June 1995 and was the President
of Treasure Chest from 1986 to March 1995. From 1985 to 1986, Mr. Scheller was
a Vice President and General Manager of Champion International. From 1979 to
1985, Mr. Scheller served as a Vice President and General Manager at St. Regis
Paper Company, in the bag packaging/consumer products division.
Leon D. Black has been a Director of Big Flower since 1993. Mr. Black is
one of the founding principals of Apollo Advisors, L.P. which, together with its
affiliates, serves as
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managing general partner of Apollo Investment Fund, L.P., AIF II, L.P. and
Apollo Investment Fund III, L.P., private securities investment funds, and of
Lion Advisors, L.P., which acts as financial advisor to and representative for
certain institutional investors with respect to securities investments. Prior
to 1990, Mr. Black was a managing director and senior executive of Drexel
Burnham Lambert Incorporated. Mr. Black is a director of Converse, Inc.,
Culligan Water Technologies, Inc., Interco, Incorporated, Gillette Holdings,
Inc., New York Law Publishing Company, Samsonite Corporation and Telemundo Group
Inc.
Edward M. Yorke has been a Director of Big Flower since 1993. Mr. Yorke
has been an officer since 1992 of Apollo Capital Management, Inc. and Lion
Capital Management, Inc. which respectively act as general partners of Apollo
Advisors, L.P. and Lion Advisors, L.P. Mr. Yorke also is a limited partner of
Apollo Advisors, L.P. which, together with its affiliates, acts as managing
general partner of Apollo Investment Fund, L.P., AIF II, L.P. and Apollo
Investment Fund III, L.P., private securities investment funds, and a limited
partner of Lion Advisors, L.P., which acts as financial advisor to and
representative for certain institutional investors with respect to securities
investments. From 1990 to 1992, Mr. Yorke was a vice president in the high
yield capital markets group of BT Securities Corp. Prior to 1989, Mr. Yorke was
a member of the mergers and acquisitions group of Drexel Burnham Lambert
Incorporated. Mr. Yorke is a director of Aris Industries, Inc., Salant
Corporation and Telemundo Group, Inc.
Peter G. Diamandis has been a Director of Big Flower since September
1994. Mr. Diamandis has been Vice Chairman of Donnelley Marketing, Inc. since
1991 and has been the Chairman of TVSM, Inc. since 1991. From 1988 to 1991,
Mr. Diamandis served as President and Chief Executive Officer of Hachette
Publications, which purchased Diamandis Communications Inc. in 1988. From
1987 to 1988, Mr. Diamandis served as Chairman, President and Chief Executive
Officer of Diamandis Communications Inc., a publisher of special interest
magazines. From 1983 to 1987, Mr. Diamandis was president of CBS Magazines
("CBS"). In 1982, Mr. Diamandis joined CBS as Vice President, Group
Publisher, Women's Day, and served as President of CBS from September 1983 to
1987. Mr. Diamandis serves on the Board of Trustees of Bucknell University
and the Board of Directors of the Publishers Information Bureau.
Joan Daniels Manley has been a Director of Big Flower since September 1994.
Ms. Manley retired from Time Incorporated in 1984, where she had held numerous
positions since 1960. At the time of her retirement, Ms. Manley was Group Vice
President and a director of Time Incorporated. Ms. Manley serves on the Board
of Directors of Aon Corporation, Sara Lee Corporation, Scholastic, Inc. and
Viking Office Products, Inc. and is a Trustee of the Keystone Center.
Edward T. Reilly has been President and Chief Operating Officer of Big
Flower since March 1996. Prior to joining Big Flower, Mr. Reilly held a variety
of executive positions with McGraw-Hill, Inc. in their Broadcast and Publication
groups from 1968 to 1996, and served as President of McGraw-Hill Broadcasting
from 1987 to 1996. Mr. Reilly has been active in television industry affairs,
having served as the Chairman of the Television Bureau of Advertising and as a
member of the Board of Directors of the National Association of Broadcasters.
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Mark A. Angelson has been Executive Vice President and General Counsel and
Secretary of the Board of Big Flower since March 1996. Prior to joining Big
Flower, Mr. Angelson was a partner of the law firm Sidley & Austin from 1982 to
1996. Mr. Angelson was Co-Chair of Sidley's international operations, founder
of the firm's English law practice and manager of the firm's offices in
Singapore, New York and London. Mr. Angelson is admitted to practice law in the
State of New York and admitted to practice law in England and Wales.
The directors are divided into three classes, designated Class I, Class
II and Class III. Each class consists of one third of the total number of
directors constituting the entire Board of Directors. Currently, the Class I
directors are Messrs. Scheller and Yorke; the Class II directors are Ms. Manley
and Mr. Diamandis; and the Class III directors are Messrs. Ammon, Black
and Roland. The term of the initial Class I directors shall terminate on the
date of the Company's 1996 annual meeting of stockholders; the term of the
initial Class II directors shall terminate on the date of the 1997 annual
meeting of stockholders; and the term of the initial Class III directors
shall terminate on the date of the 1998 annual meeting of stockholders. At
each annual meeting of stockholders beginning in 1996, successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three-year term. If the number of directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as possible, and any
additional directors of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A Class I,
II or III director shall hold office until the annual meeting for the year in
which such director's term expires and until such director's successor shall
be elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Any director elected to
fill a vacancy shall hold office for a term that shall coincide with the term
of the class to which such director shall have been elected.
DIRECTOR COMPENSATION
Directors of Big Flower who are also executive officers of Big Flower or
its subsidiaries do not receive any additional compensation for service as a
member of the Board of Big Flower or any of its committees. All other directors
of Big Flower are paid an annual fee of $25,000.
LATE FILINGS
On one occasion, BTIP failed to file on a timely basis a statement of a
change in beneficial ownership as required by Form 3 pursuant to Section
16(a) of the Securities Exchange Act of 1934. Immediately following BTIP's
oversight, it corrected this matter.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid for the transition
period from July 1, 1995 to December 31, 1995 ("TP95") and for the fiscal years
ended June 30, 1993, June 30, 1994 and June 30, 1995, to Theodore Ammon, the
Chief Executive Officer of Big Flower, Donald E. Roland, the Chief Executive
Officer of Treasure Chest, and each of the four other most highly paid executive
officers of Treasure Chest who were serving as executive officers as of the end
of TP95 (the "Named Executive Officers"). With the March 1996 acquisition of
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Webcraft and the recent hiring of Messrs. Reilly and Angelson as executive
officers of Big Flower, the executive officers of Big Flower are Messrs. Ammon,
Reilly, Angelson and Scheller.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to
the Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BIG FLOWER PRESS HOLDINGS, INC.
BY: /s/ R. Theodore Ammon
--------------------------
R. Theodore Ammon
Chairman of the Board
DATE August 27, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 2 to the Report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
/s/ R. Theodore Ammon August 27, 1996
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R. Theodore Ammon Date
Chairman of the Board,
Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
/s/ Sanford G. Scheller August 27, 1996
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Sanford G. Scheller Date
Vice Chairman
/s/ Leon D. Black August 27, 1996
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Leon D. Black Date
Director
/s/ Peter G. Diamandis August 27, 1996
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Peter G. Diamandis Date
Director
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/s/ Joan Daniels Manley August 27, 1996
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Joan Daniels Manley Date
Director
/s/ Edward T. Reilly August 27, 1996
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Edward T. Reilly Date
Director
/s/ Edward M. Yorke August 27, 1996
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Edward M. Yorke Date
Director
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EXHIBIT 21.1
LIST OF SUBSIDIARIES
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A. Big Flower Press Holdings, Inc.
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Jurisdiction
Subsidiaries of Organization
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Laset Tech Color, Inc. Delaware
Treasure Chest Advertising Company, Inc. Delaware
Webcraft Technologies, Inc. Delaware
B. Treasure Chest Advertising Company, Inc.
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Jurisdiction
Subsidiaries of Organization
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Treasure Chest Advertising Company of New York, Inc. New York
Treasure Chest Advertising Holding Company of Texas, Inc. Delaware
BF Aviation Corp. Delaware
Levelco 84, a California Limited Partnership California
BFP Receivables Corporation Delaware
C. Treasure Chest Advertising Holding Company of Texas, Inc.
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Jurisdiction
Subsidiaries of Organization
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Treasure Chest Advertising Company of Texas, Inc. Delaware
Treasure Chest Advertising Company of Nevada, Inc. Nevada
TC Holding Company of Texas, Inc. Delaware
RGP Limited Partnership Texas
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D. Webcraft Technologies, Inc.
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Jurisdiction
Subsidiaries of Organization
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Webcraft Games, Inc. New Jersey
Webtech Holdings, Inc. Delaware
Webcraft Chemicals New Jersey
d/b/a Craig Adhesives & Coatings Co.
KSS Transportation Corp. New Jersey
E. Webtech Holdings, Inc.
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Jurisdiction
Subsidiaries of Organization
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Webcraft Investors, Inc. Delaware
Webcraft Midwest, Inc. Delaware
