BIG FLOWER PRESS HOLDINGS INC
8-K, 1997-07-14
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): June 20, 1997


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

             New York                   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>


ITEM 5.    OTHER EVENTS.

         On June 20, 1997, Big Flower Press Holdings, Inc., a Delaware
corporation (the "Registrant") completed an offering, pursuant to Rule 144A of
the Securities Act of 1933, as amended, of $250.0 million aggregate principal
amount of 8-7/8% Senior Subordinated Notes due 2007 (the "New Notes"). The New
Notes were issued pursuant to an indenture, dated as of June 20, 1997, between
the Registrant, as issuer, and Fleet National Bank, as trustee. On June 17,
1997, the Registrant issued a press release, a copy of which is attached as an
exhibit hereto and is incorporated by reference herein in its entirety,
announcing the offering.

         On June 24, 1997, the Registrant commenced a tender offer and consent
solicitation for all of its outstanding 10-3/4% Senior Subordinated Notes due
2003, issued pursuant to an indenture dated as of August 1, 1993 (the "1993
Notes"), and all of its outstanding 10-3/4% Senior Subordinated Notes due 2003,
issued pursuant to an indenture dated as of April 15, 1994 (the "1994 Notes"
and, together with the 1993 Notes, the "Notes"). On June 25, 1997, the
Registrant issued a press release, a copy of which is attached as an exhibit
hereto and is incorporated by reference herein in its entirety, announcing the
commencement of the tender offer. On July 9, 1997, the Registrant determined the
total consideration payable by the Registrant in connection with the tender
offer and consent solicitation. On the same date, the Registrant issued a press
release, a copy of which is attached as an exhibit hereto and is incorporated by
reference herein in its entirety, announcing the tender offer consideration.

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 June 17, 1997

99.2              Registrant's press release, dated June 25, 1997

99.3              Registrant's press release, dated July 9, 1997




                                        2

<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: July 14, 1997                         By: /s/ Irene B. Fisher
                                                -------------------
                                                Irene B. Fisher
                                                Vice President and
                                                Associate General Counsel



                                        3

<PAGE>


                                  EXHIBIT INDEX



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


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

    99.2       Registrant's press release, dated June 25, 1997         6

    99.3       Registrant's press release, dated July 9, 1997          8




                                        4


                                                               EXHIBIT NO. 99.1
                                                               ----------------
                                                               Press Release



                    BIG FLOWER ANNOUNCES SENIOR SUBORDINATED
                                 NOTES OFFERING

         New York City (June 17, 1997) -- Big Flower Press Holdings, Inc.
(NYSE:BGF), a leading advertising and marketing services company, announced an
offering, pursuant to Rule 144A of the Securities Act of 1933, of $250 million
of its 8 7/8% Senior Subordinated Notes due 2007. Big Flower also stated its
intention to tender for its 10 3/4% Senior Subordinated Notes due 2003, of which
approximately $126.7 million are outstanding, promptly upon completion of the
new note issuance.

         The 8 7/8% Senior Subordinated Notes due 2007 will not be registered
under the Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption therefrom.

                                      # # #



For more information, contact:      Nancy Murray
                                    Big Flower Press
                                    212.521.1606


                                       5



                                                               EXHIBIT NO. 99.2
                                                               ----------------


           BIG FLOWER COMMENCES TENDER OFFER AND CONSENT SOLICITATION
                     FOR 10 3/4% SENIOR SUBORDINATED NOTES.

         New York City (June 25, 1997) --Big Flower Press Holdings, Inc.
(NYSE:BGF), a leading advertising and marketing services company, today
announced that it has commenced a tender offer and consent solicitation for all
of its outstanding 10 3/4% Senior Subordinated Notes due 2003, issued pursuant
to an Indenture dated as of August 1, 1993 (the "1993 Notes"), and all of its
outstanding 10 3/4% Senior Subordinated Notes due 2003, issued pursuant to an
Indenture dated as of April 15, 1994 (the "1994 Notes" and, together with the
1993 Notes, the "Notes").

         The consideration for each $1,000 principal amount of Notes tendered
pursuant to the tender offer will be equal to (i) the greater of (A) $1,080.00
or (B) the present value on the payment date of $1,040.31 per Note (the amount
payable on August 1, 1998, which is the first date on which the Notes are
redeemable (the "Earliest Redemption Date")) and all future interest payments
payable up to the Earliest Redemption Date, determined on the basis of a yield
to the Earliest Redemption Date equal to the sum of (x) the yield on the 6.25%
U.S. Treasury Note due July 31, 1998 (the "Reference Security"), as calculated
on July 9, 1997 (the "Price Determination Date"), plus (y) 65 basis points (such
price being rounded to the nearest cent per $1,000 principal amount of Notes)
(such consideration referred to as the "Total Consideration"), minus (ii) $30.00
per each $1,000 principal amount of the Notes, which is equal to the Consent
Payment referred to below, plus (iii) accrued and unpaid interest to, but not
including, the date that the Notes are accepted for payment pursuant to the
tender offer (the "Payment Date"), payable on the Payment Date. The tender offer
expires at 5:00 p.m., New York City time, on July 23, 1997 unless extended (the
"Expiration Date"). In the event the tender offer is extended for any period
longer than ten business days from the previously scheduled Expiration


                                       6

<PAGE>


Date, a new Price Determination Date will be established, which will be the
tenth business day immediately preceding the Expiration Date as so extended.

         In conjunction with the tender offer, Big Flower is soliciting consents
of registered holders of Notes to certain proposed amendments to the Indentures
pursuant to which the Notes were issued. The Company will pay to holders who
validly consent to the proposed amendments on or prior to 5:00 p.m., New York
City time, on the Expiration Date an amount in cash equal to $30.00 for each
$1,000 principal amount of the Notes for which consents have been validly
delivered and not validly revoked (the "Consent Payment"), with such payment to
be made on the Payment Date if, but only if, the Notes are accepted for payment
pursuant to the terms of the tender offer.

         Holders of Notes must tender their Notes on or prior to the Expiration
Date in order to receive the Total Consideration. The tender offer is subject to
the satisfaction of certain conditions, including the valid tender of at least a
majority in aggregate principal amount of the outstanding Notes of each series.

         BT Securities Corporation, Credit Suisse First Boston Corporation and
Goldman, Sachs & Co. are the dealer managers and MacKenzie Partners, Inc. is
information agent.

         Big Flower is a leading advertising and marketing services company with
expentise in advertising insert programs, circulation-building newspaper
products, outsourced digital premedia and content management services,
specialized direct mail products, commercial games and fragrance samplers. Its
1996 annualized revenues were approximately $1.4 billion.

For more information, contact:              Nancy Murray
                                            Big Flower Press
                                            212.521.1606


                                       7




                                                               EXHIBIT NO. 99.3
                                                               ----------------


                      BIG FLOWER PRICES OFFERS TO PURCHASE
                        10 3/4% SENIOR SUBORDINATED NOTES

         New York City (July 9, 1997) --Big Flower Press Holdings, Inc.
(NYSE:BGF), a leading advertising and marketing services company, today
announced that it has determined the price on its previously announced offers to
purchase its outstanding 10 3/4% Senior Subordinated Notes due 2003, issued
pursuant to an Indenture dated as of August 1, 1993 (the "1993 Notes"), and its
outstanding 10 3/4% Senior Subordinated Notes due 2003, issued pursuant to an
Indenture dated as of April 15, 1994 (the "1994 Notes" and, together with the
1993 Notes, the "Notes"), pursuant to the Offers to Purchase and Consent
Solicitations Statement dated June 24, 1997.

         The Total Consideration for each $1,000 principal amount of Notes
tendered shall be $1,081.09, based on an assumed payment date of July 24, 1997
(plus accrued and unpaid interest to, but not including, such payment date). The
price is equal to the present value on the payment date of $1,040.31 per Note
(the amount payable on August 1, 1998, which is the first date on which the
Notes are redeemable (the "Earliest Redemption Date")) and all future interest
payments payable up to the Earliest Redemption Date, determined based on a yield
to such redemption date of 6.31 % which is equal to the yield on the 6.25% U.S.
Treasury Note due July 31, 1998, based on the bid price for such security as of
2:00 p.m. New York City time on July 9, 1997 (the "Price Determination Date"),
which was 5.66 %, plus 65 basis points.

         The Total Consideration includes the Tender Offer Consideration of
$1,051.09 for each $1,000 principal amount of Notes validly tendered by 5:00
p.m., New York City time, on the Expiration Date (as defined below), plus a
consent payment of $30.00 per $1,000 principal amount of Notes for which a valid
consent to the proposed amendments is received by 5:00 p.m., New York City time,
on the Expiration Date. Holders who tender their Notes are obligated to deliver
the related consents.


                                       8

<PAGE>


         The tender offer expires at 5:00 p.m., New York City time, on July 23,
1997 unless extended (the "Expiration Date"). In the event the tender offer is
extended for any period longer than ten business days from the previously
scheduled Expiration Date, a new Price Determination Date will be established,
which will be the tenth business day immediately preceding the Expiration Date
as so extended. The tender offer is subject to the satisfaction of certain
conditions, including the valid tender of at least a majority in aggregate
principal amount of the outstanding Notes of each series.

         Requests for information or documents should be directed to MacKenzie
Partners, Inc. at (800) 322-2885 (toll free) (the Information Agent), or BT
Securities Corporation at (800) 553-2826 (toll free), Credit Suisse First Boston
at (800) 820-1653 (toll free) or Goldman, Sachs & Co. at (800) 828-3182 (toll
free) (the Dealer Managers).

         Big Flower is a leading advertising and marketing services company with
expertise in advertising insert programs, circulation-building newspaper
products, outsourced digital premedia and content management services,
specialized direct mail products, commercial games and fragrance samplers. Its
1996 annualized revenues were approximately $1.4 billion.

                         #             #         #


For more information, contact:      Nancy Murray
                                    Big Flower Press
                                    212.521.1606


                                       9


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