<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OCTOBER 1, 1996
(Date of earliest event reported)
BIG FLOWER PRESS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-14084 13-376-8322
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
3 EAST 54TH STREET
NEW YORK, NEW YORK 10022
(Address of principal executive offices, including zip code)
(212) 521-1600
(Registrant's telephone number, including area code)
PAGE 1 OF 5 PAGES
EXHIBIT INDEX IS LOCATED ON PAGE 5
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements of PrintCo., Inc., a Michigan
corporation ("Printco"), required to be filed herewith are
incorporated by reference to the Proxy Statement/Prospectus,
dated September 6, 1996, forming part of the Registration
Statement on Form S-4 (Registration No. 333-11225) of Big Flower
Press Holdings, Inc. (the "Registrant"). The consolidated
financial statements of Scanforms, Inc., a Delaware corporation
("Scanforms"), required to be filed herewith are incorporated by
reference to the financial statements and the related notes
thereto forming part of the Annual Report on Form 10-K for the
year ended October 1, 1995 filed by Scanforms on December 23,
1995 and the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 filed by Scanforms on August 15, 1996. The
financial statements of Pacific Color Connection, Inc., a
California corporation ("Pacific Color"), are not included as an
exhibit to this Form 8-K/A as the assets acquired from Pacific
Color do not constitute a "significant amount of assets" as that
phrase is defined in the Instructions to Item 2 of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial data required to be filed herewith and
reflecting the acquisition of Scanforms and Printco is
incorporated by reference to the Proxy Statement/Prospectus,
dated September 6, 1996, forming part of the Registration
Statement on Form S-4 (Registration No. 333-11225) of the
Registrant. The pro forma financial data of Pacific Color is not
included as an exhibit to this Form 8-K/A as the assets acquired
from Pacific Color do not constitute a "significant amount of
assets" as that phrase is defined in the Instructions to Item 2
of Form 8-K.
2
<PAGE>
(c) Exhibits
2.1 Purchase Agreement, dated as of October 1, 1996(1)
2.2 Agreement and Plan of Merger, dated as of July 31, 1996, by
and among the Registrant, Scanforms, Inc. and Scanforms
Acquisition Corp.(2)
2.3 Stock Purchase Agreement, dated as of October 1, 1996(1)
23.1 Consent of Grant Thornton LLP
23.2 Consent of Arthur Andersen LLP
99.1 Registrant's press release dated October 2, 1996(1)
99.2 Registrant's press release dated October 7, 1996(1)
99.3 Registrant's press release dated October 8, 1996(1)
99.4 Financial Statements of Printco(3)
99.5 Consolidated Financial Statements of Scanforms(4)
99.6 Pro Forma Financial Data(3)
- ---------------
(1) Incorporated by reference to the Registrant's Form 8-K, dated October 11,
1996 (File #1-14084).
(2) Incorporated by reference to Annex I to the Proxy Statement/Prospectus,
dated September 6, 1996, forming part of the Registration Statement on Form
S-4 (Registration No. 333-11225) of the Registrant.
(3) Incorporated by reference to the Proxy Statement/Prospectus, dated
September 6, 1996, forming part of the Registration Statement on Form S-4
(Registration No. 333-11225) of the Registrant.
(4) Incorporated by reference to the financial statements and the related notes
thereto forming part of the Annual Report on Form 10-K for the year ended
October 1, 1995 filed by Scanforms on December 23, 1995 and the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996 filed by Scanforms
on August 15, 1996.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BIG FLOWER PRESS HOLDINGS, INC.
By: /s/ Irene B. Fisher
-------------------------
Name: Irene B. Fisher
Title: Vice President
Date: October 22, 1996
4
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ---------- ------- ----
2.1 Purchase Agreement, dated as of October 1, 1996(1)
2.2 Agreement and Plan of Merger, dated as of July 31,
1996, by and among the Registrant, Scanforms, Inc.
and Scanforms Acquisition Corp.(2)
2.3 Stock Purchase Agreement, dated as of October 1,
1996(1)
23.1 Consent of Grant Thornton LLP
23.2 Consent of Arthur Andersen LLP
99.1 Registrant's press release dated October 2, 1996(1)
99.2 Registrant's press release dated October 7,
1996(1)
99.3 Registrant's press release dated October 8, 1996(1)
99.4 Financial Statements of Printco(3)
99.5 Consolidated Financial Statements of Scanforms(4)
99.6 Pro Forma Financial Data(3)
---------------
(1) Incorporated by reference to the Registrant's Form 8-K, dated October 11,
1996 (File #1-14084).
(2) Incorporated by reference to Annex I to the Proxy Statement/Prospectus,
dated September 6, 1996, forming part of the Registration Statement on Form
S-4 (Registration No. 333-11225) of the Registrant.
(3) Incorporated by reference to the Proxy Statement/Prospectus, dated
September 6, 1996, forming part of the Registration Statement on Form S-4
(Registration No. 333-11225) of the Registrant.
(4) Incorporated by reference to the financial statements and the related notes
thereto forming part of the Annual Report on Form 10-K for the year ended
October 1, 1995 filed by Scanforms on December 23, 1995 and the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996 filed by Scanforms
on August 15, 1996.
5
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated November 24, 1995 accompanying the
consolidated financial statements and consolidated financial statement
schedule of Scanforms, Inc. and Subsidiary appearing in the Annual Report on
Form 10-K of Scanforms, Inc. for the year ended October 1, 1995. We consent
to incorporation by reference of the aforementioned reports in Big Flower
Press Holdings, Inc. current report 8-K/A dated October 1, 1996.
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Philadelphia, Pennsylvania
October 22, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K/A of our report dated February 23, 1996 (except
with respect to the matter discussed in Note 10, as to which the date is June
6, 1996) included in Big Flower Press Holdings, Inc.'s S-4 (Registration
Statement 333-11225).
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan
October 22, 1996
