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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BIG FLOWER PRESS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 13-376-8322
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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3 EAST 54TH STREET
NEW YORK, NEW YORK 10022
(212) 521-1600
(Address, including Zip Code, and Telephone Number, including Area Code, of
Registrant's Principal Executive Offices)
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MARK A. ANGELSON, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY OF THE BOARD OF DIRECTORS
BIG FLOWER PRESS HOLDINGS, INC.
3 EAST 54TH STREET
NEW YORK, NEW YORK 10022
(212) 521-1600
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent For Service)
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COPIES TO:
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ROBERT E. BUCKHOLZ, JR., ESQ. FRANCIS J. MORISON, ESQ.
Sullivan & Cromwell Davis Polk & Wardwell
125 Broad Street 450 Lexington Avenue
New York, New York 10004 New York, New York 10017
(212) 558-4000 (212) 450-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement is declared
effective by order of the Securities and Exchange Commission.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-27375
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same
offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE UNIT AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PRICE(1) FEE
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Common Stock, $.01 par value (2).................. 958,524 $21.3125 $20,428,543 $6,190.47
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act based on the average high
and low price of Big Flower Press Holdings, Inc. common stock, $.01 par
value, on June 6, 1997, as reported on the New York Stock Exchange, Inc.
Composite Tape.
(2) Includes preferred stock purchase rights. Prior to the occurrence of certain
events, these rights will not be exercisable or evidenced separately from
the Common Stock and will be transferred only with the Common Stock. The
value attributable to such preferred stock purchase rights, if any, is
reflected in the market price of the Common Stock.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933 ("Rule 462(b)") and includes the registration statement
facing page, this page, the signature pages, an exhibit index, an accountants'
consent and an opinion of counsel. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-3 (File No. 333-27375) of the registrant,
including the exhibits thereto (the "Initial Registration Statement"), are
incorporated by reference into this registration statement. This registration
statement covers the registration of an additional $20,428,543 aggregate
offering price of Common Stock for sale in the offering referred to in the
Initial Registration Statement. Such additional shares of Common Stock are being
sold by Apollo Big Flower Partners, L.P.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 10th day of June,
1997.
BIG FLOWER PRESS HOLDINGS, INC.
BY: /s/ R. THEODORE AMMON
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R. Theodore Ammon
Chairman
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ R. THEODORE AMMON Chairman and Director June 10, 1997
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R. Theodore Ammon Officer)
* President, Chief Executive June 10, 1997
- - ------------------------------ Officer and Director
Edward T. Reilly
* Executive Vice President June 10, 1997
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Richard L. Ritchie Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Director June 10, 1997
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Leon D. Black
* Director June 10, 1997
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Peter G. Diamandis
* Director June 10, 1997
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Robert M. Kimmitt
* Director June 10, 1997
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Joan D. Manley
* Director June 10, 1997
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Newton N. Minow
* Director June 10, 1997
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Edward M. Yorke
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*By: /s/ R. THEODORE AMMON
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R. Theodore Ammon
ATTORNEY-IN-FACT
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II-4
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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5.1 Opinion as to validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on pages II-4 and II-5 of the Registrant's Registration
Statement on Form S-3 filed on May 19, 1997 (File No. 333-27375) and incorporated herein by
reference).
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Exhibit 5.1
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
June 10, 1997
Big Flower Press Holdings, Inc.,
3 East 54th Street, 17th Floor,
New York, NY 10022.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 958,524 shares (the "Securities") of Common Stock, par
value $.01 per share, of Big Flower Press Holdings, Inc., a Delaware
corporation (the "Company"), and related preferred stock purchase rights (the
"Rights") to be issued pursuant to the Rights Agreement, dated as of November
28, 1995 (the "Rights Agreement"), between the Company and the Bank of New
York, as Rights Agent (the "Rights Agent"), we, as your special counsel, have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion. Upon the basis of such examination, we advise you
that, in our opinion:
(1) The Securities have been validly issued and are fully paid
and nonassessable.
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(2) Assuming that the Board of Directors of the Company, after fully
informing itself with respect to the Rights Agreement and the Rights and
after giving due consideration to all relevant matters, determined that the
execution and delivery of the Rights Agreement and the issuance of the
Rights thereunder would be in the best interests of the Company and its
shareholders, and assuming further that the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent, then the Rights
attributable to the Securities have been validly issued.
In connection with our opinion set forth in paragraph (2) above, we
note that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement relating to the Securities and the Rights and to the
reference to us under the heading "Validity of Common Stock" in the
Prospectus. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 filed pursuant to Rule 462(b) relating to the earlier registration
statement on Form S-3 (File No. 333-27375) of Big Flower Press Holdings, Inc. of
our reports dated February 14, 1997 appearing in the Annual Report on Form 10-K
of Big Flower Press Holdings, Inc. for the year ended December 31, 1996 and to
the reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
DELOITTE & TOUCHE LLP
Baltimore, Maryland
June 10, 1997
