BIG FLOWER PRESS HOLDINGS INC
8-K, 1997-10-20
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               ------------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): October 17, 1997


                         BIG FLOWER PRESS HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)

      Delaware                           1-14084               13-376-8322
(State or Other Jurisdiction          (Commission             (IRS Employer
    of Incorporation)                 File Number)          Identification No.)

3 East 54th Street, New York, New York                                    10022
(Address of Principal Executive Offices)                             (Zip Code)

       Registrant's telephone number, including area code: (212) 521-1600


                                    Page 1 of 5


<PAGE>


ITEM 5.    OTHER EVENTS.

         On Friday, October 17, 1997 the Registrant issued a press release
announcing that it had adopted a new corporate legal structure. Big Flower
Holdings, Inc. has become the new parent holding company of Big Flower Press
Holdings, Inc. ("Big Flower Press"), which has become a wholly-owned subsidiary
of its new parent. The purpose of the reorganization is to facilitate certain
previously announced financings. A copy of the press release is attached as an
exhibit hereto and is incorporated by reference herein in its entirety.

         The reorganization has been effected pursuant to Section 251(g) of the
Delaware General Corporation Law, and has been structured in a manner that did
not require action by the stockholders of Big Flower Press, whose rights,
privileges and interests remain the same with respect to the new parent
corporation.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         The following exhibits are filed herewith:

Exhibit
Number         Description
99.1           Registrant's press release, dated October 17, 1997


                                    Page 2 of 5


<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.



Date: October 17, 1997             By: /s/Irene B. Fisher
                                       Irene B. Fisher
                                       Vice President and
                                         Associate General Counsel


                                    Page 3 of 5


<PAGE>


                                  EXHIBIT INDEX



                                                                  Sequentially
Exhibit No.  Description                                          Numbered Page
- ----------   ------------                                         --------------

  99.1       Registrant's press release, dated October 17, 1997         5


                                    Page 4 of 5



                 BIG FLOWER ADOPTS NEW HOLDING COMPANY STRUCTURE


         New York City, October 17, 1997 -- Big Flower Press Holdings, Inc.
(NYSE:BGF), announced today that it has adopted a new corporate legal structure.
Big Flower Holdings, Inc. ("Big Flower Holdings") has become the new holding
company of Big Flower Press Holdings, Inc. ("Big Flower Press"), which has
become a wholly-owned subsidiary of its new parent, and the common stock of Big
Flower Press has been automatically exchanged for common stock of Big Flower
Holdings. The purpose of this reorganization is to facilitate certain previously
announced financings.

         The business operations of Big Flower Press have not changed as a
result of implementing the new legal structure. The reorganization has been
effected pursuant to Section 251(g) of the Delaware General Corporation Law, and
has been structured in a manner that did not require action by the stockholders
of Big Flower Press, whose rights, privileges and interests remain the same with
respect to Big Flower Holdings. Big Flower Press' name, charter, by-laws and
board of directors did not change as a result of the reorganization, and Big
Flower Holdings will have the same board of directors as Big Flower Press. The
common stock of Big Flower Holdings will trade under the ticker symbol "BGF" on
the NYSE; the CUSIP number for its common stock has been changed.


                                      # # #

For more information contact:      Irene B. Fisher
                                   Vice President and
                                     Associate General Counsel
                                   212-521-1622


                                    Page 5 of 5


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