BIG FLOWER PRESS HOLDINGS INC /PRED/
8-K, 1998-12-02
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): December 1, 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 December 1, 1998, Big Flower Press Holdings, Inc., a Delaware
corporation (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 an offering, pursuant to Rule 144A of the Securities Act of
1933, as amended, of $175 million of new Senior Subordinated Notes due 2008.

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 December 1, 1998







                                        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: December 2, 1998                    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 December 7, 1998        5



































                                        4




                      BIG FLOWER PRESS ANNOUNCES NEW SENIOR
                           SUBORDINATED NOTES OFFERING

New York City (December 1, 1998) - Big Flower Press Holdings, Inc., a
wholly-owned subsidiary of Big Flower Holdings, Inc. (NYSE: BGF), announces a
new offering, pursuant to Rule 144A of the Securities Act of 1933, of $175
million of new Senior Subordinated Notes due 2008.

The new Senior Subordinated Notes 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. The new Notes will
rank equally with Big Flower Press' existing 8 7/8% Senior Subordinated Notes
due 2007.

                                     # # #

For more information, contact:  Nancy S. Murray
                                Big Flower Holdings, Inc.
                                212.521.1606
                                [email protected]




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