<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 10-K/A
AMENDMENT TO FORM 10-K ANNUAL REPORT
Filed pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
-------------------------
Commission File Number 0-29474
BIG FLOWER HOLDINGS, INC.
-------------------------
Commission File Number 1-14084
BIG FLOWER PRESS HOLDINGS, INC.
Delaware 13-397-1556
Delaware 13-376-8322
(State of Incorporation) (I.R.S. Employer
Identification Nos.)
3 East 54th Street
New York, NY 10022
(212) 521-1600
(Address and telephone number of Registrants' Principal Excutive Offices)
Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
As of May 31, 1998, there were approximately 19,723,000 shares of Big Flower
Holdings Inc.'s common stock, par value $0.01 per share, outstanding. There
is no market for the capital stock of Big Flower Press Holdings, Inc., all
outstanding shares of which are owned by Big Flower Holdings, Inc.
================================================================================
<PAGE>
The undersigned registrants hereby amend the following items, financial
statements, exhibits or other portions of their annual report on Form 10-K
for the fiscal year ended December 31, 1997 as set forth below:
1. Add Exhibit 99 as follows:
EXHIBIT
NUMBER DESCRIPTION
99 Financial statements and exhibits required by *
Form 11-K Annual Report pursuant to Section
15(d) of the Securities Exchange Act of 1934
for the Big Flower Holdings, Inc. and
Subsidiaries Savings Plus 401(k) Plan
------------------------------
* being filed herewith
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIG FLOWER HOLDINGS, INC.
/s/ Richard L. Ritchie
----------------------
Richard L. Ritchie
Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
DATE: June 29, 1998
BIG FLOWER PRESS HOLDINGS, INC.
/s/ Richard L. Ritchie
----------------------
Richard L. Ritchie
Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
DATE: June 29, 1998
3
<PAGE>
BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
SAVINGS PLUS 401(K) PLAN
Financial Statements as of December 31, 1997 and 1996
and for the Year Ended December 31, 1997, Supplemental
Schedules for the Year Ended December 31, 1997 and
Independent Auditors' Report
<PAGE>
BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
SAVINGS PLUS 401(k) PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 1997 and 1996 2
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1997 3
Notes to Financial Statements 4-13
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 14-15
Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997 16
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator and Participants of
Big Flower Holdings, Inc. and Subsidiaries
Savings Plus 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of the Big Flower Holdings, Inc. and Subsidiaries Savings Plus
401(k) Plan (the "Plan") as of December 31, 1997 and 1996, and the statement
of changes in net assets available for benefits for the year ended December
31, 1997. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in net assets available for benefits for the year
ended December 31, 1997 in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1997 and (2) reportable
transactions for the year ended December 31, 1997 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's management. Such supplemental schedules have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
/s/ Deloitte & Touche LLP
June 5, 1998
<PAGE>
BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
SAVINGS PLUS 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS:
Investments (Note 6):
Investments at fair value $ 41,554,311 $ 28,829,901
Loans to participants 2,386,428 1,761,090
--------------- ------------
Total investments 43,940,739 30,590,991
--------------- ------------
Receivables:
Employee contributions 552,747 340,453
Employer contributions 333,607 274,193
--------------- ------------
Total receivables 886,354 614,646
--------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 44,827,093 $ 31,205,637
--------------- ------------
--------------- ------------
</TABLE>
See notes to financial statements.
<PAGE>
BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
SAVINGS PLUS 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ADDITIONS:
Investment income:
Net appreciation in fair value of investments $ 5,086,573
Interest income 515,967
-----------
Total investment income 5,602,540
-----------
Contributions:
Employee 9,180,145
Employer 1,614,464
-----------
Total contributions 10,794,609
-----------
Total additions 16,397,149
-----------
DEDUCTIONS:
Distributions to participants and beneficiaries (2,775,693)
-----------
NET INCREASE 13,621,456
-----------
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 31,205,637
-----------
End of year $44,827,093
-----------
-----------
</TABLE>
See notes to financial statements.
3
<PAGE>
TREASURE CHEST ADVERTISING COMPANY, INC.
SAVINGS PLUS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION AND RELATED INFORMATION
Organization of the Plan - Big Flower Holdings, Inc. and Subsidiaries
(the "Company") Savings Plus 401(k) Plan (the "Plan"),formerly Treasure
Chest Advertising Company, Inc. Savings Plus 401(k) Plan, is a defined
contribution plan. The Plan was established in July 1990 and amended
and restated effective January 1, 1994. The Plan covers employees
credited with three months of service and at least 21 years of age.
Persons employed at the inception of the Plan are eligible to
participate in the Plan, regardless of credited service or age.
Plan Agreement - Plan provisions regarding participation, vesting,
distributions, allocations, withdrawals and forfeitures are described in
the summary plan description, which is available to all participants. The
following brief description of the Plan is provided for general
information purposes only. Participants should refer to the Plan Agreement
for more complete information.
Participant Accounts - Separate accounts are maintained for each
participant. Each participant's account is credited with the
participant's contributions and the matching contributions, plan
earnings and forfeitures (other than the forfeitures of matching
contributions) of terminated participants' nonvested amounts. These
amounts are invested in any of the available investment funds,
including a Company common stock fund, as directed by the participant.
Allocations of plan earnings are based on participant account balances.
Forfeitures of nonvested matching contributions are used to reduce the
Company's future matching contributions. Participants shall at all
times have a nonforfeitable right to the vested amounts of their
accounts.
Vesting - Participants are immediately vested in their elective
contributions plus actual earnings thereon. Company matching
contributions and profit sharing contributions, if any, plus accrued
earnings are vested 100% after the participant has attained at least
five years of credited service.
Plan Administration - All assets of the Plan are held and managed by
a trustee and an independent custodian. Investments are participant
directed. The custodian executes participant investment orders. All
other matters with respect to the Plan are administered by a Committee
whose members are appointed by the Board of Directors of the Company.
Payment of Benefits - A participant's plan benefits may be distributed
at retirement, death, disability, age 59 1/2, termination of employment
(if the participant no longer wishes to continue in the Plan) or proven
financial hardship, as approved by the Committee. Such benefits will
normally be paid in a lump sum.
4
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES
Investments - Investments in all funds, except the Guaranteed Certificate
funds and the Loan Fund, are presented at fair value, based on the quoted
market prices of the underlying securities within each fund. The
Guaranteed Certificate funds are presented at contract value. Contract
value represents the accumulated contributions plus accrued net earnings,
less distributions. The crediting interest rate on the contracts held by
the Guaranteed Certificate funds range from 4.10% to 6.60% at December 31,
1997 and 1996. Participant loans are valued at cost which approximates
fair value. Purchases and sales are recorded on a trade date basis.
Interest income is recorded on the accrual basis.
Net appreciation in fair value of investments includes realized and
unrealized gains and losses on investments sold or held during the year.
Benefits - Benefits are recorded in the accompanying financial statements
when paid.
Plan Expenses - Accounting and administrative fees are paid out of plan
assets unless paid by the Company. The Company paid all accounting and
administrative fees for the Plan for the year ended December 31, 1997.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Concentrations of Credit Risk - The Plan's financial instruments that are
exposed to concentrations of credit risk consist primarily of cash, cash
equivalents and mutual fund investments. The Plan's cash, cash equivalents
and mutual fund investments are held by a custodian, Great-West Life &
Annuity Insurance Company.
3. PLAN FUNDING
Participants may annually contribute from 1% to 15% of their gross
salaries to the Plan up to a maximum amount as established under the
Internal Revenue Code ("IRC"). Participants may adjust their
contribution percentages four times a year, or at such other times
determined by the Committee. In addition, participants may, at the
discretion of the Committee, deposit rollover amounts from other
plans into the Plan. The Company will contribute a matching
contribution equal to 50% of the first 3% of salary which each
participant contributes.
4. LOANS TO PARTICIPANTS
Active participants may obtain loans from their accounts with the consent
of the Committee. The repayment period of such loans cannot exceed
five years unless the proceeds are used to purchase the participant's
principal residence, in which case longer terms, up to ten years, are
allowed. Interest rates are established by the Committee at a rate
equal to a bank's prime rate plus 1%, which equaled 8.50% and 8.25%
at December 31, 1997 and 1996, respectively.
The aggregate principal balance of loans outstanding to a participant may
not exceed the lesser of (i) $50,000 or (ii) one-half of the participant's
vested accrued benefit and loans cannot be less than $1,000. All loans
are secured by an assignment of a security interest in the participant's
account.
5
<PAGE>
5. TAX STATUS
The Plan obtained its latest determination letter on May 31, 1996, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of IRC
Section 401. The Plan has been amended since receiving the determination
letter. In 1995, the Plan's sponsor became aware of certain technical
deficiencies in the operation of the Plan. In November 1995, the Plan
entered into the Voluntary Compliance Review Program established by
the Internal Revenue Service as a method of bringing employee benefit
plans into compliance with the Employee Retirement Income Security Act
of 1974. The Company intends to make the corrective actions required by
the VCR Program and believes that the Plan will continue to maintain
its tax qualification.
6. INVESTMENTS
The following table presents the fair value of investments. Investments
that represent 5% or more of the Plan's net assets available for plan
benefits are separately identified.
<TABLE>
<CAPTION>
December 31,
------------------------------------------
1997 1996
<S> <C> <C>
Investments at fair value as determined by the custodian based
on market prices of underlying assets in the funds invested:
Bond funds $ 1,555,614 $ 1,019,513
Money market funds:
Money Market Fund I 638,723 740,369
Money Market Fund II 2,357,883 * 1,551,777 *
Equity funds:
Aggressive Growth Fund I 3,869,917 * 2,906,358 *
Aggressive Growth Funds II 2,881,689 * 2,221,874 *
Growth Fund II 7,192,397 * 5,262,947 *
Other equity funds 9,502,496 5,225,832
Mutual funds:
Profiles Series I 2,429,163 * 1,100,284
Profile Series II 2,774,644 * 1,324,019
Other profile series 1,755,169 1,126,203
Cash and Cash Equivalents - 30,079
Big Flower Holdings, Inc. Common Stock 98,391 -
Investments at estimated value:
Other investments:
Guaranteed Certificate Fund 36m 6,084,645 * 5,977,495 *
Other investments 413,580 343,151
Loans to participants 2,386,428 * 1,761,090 *
----------- -----------
Total investments $43,940,739 $30,590,991
----------- -----------
----------- -----------
</TABLE>
* Represents investments that exceed 5% of Plan assets.
6
<PAGE>
7. INVESTMENTS OPTIONS
The plan allows a variety of Funds in which to invest. Set forth below
is a brief description of these funds. Participants should review each
particular fund's prospectus prior to investing. The descriptions set
forth below are qualified in their entirety by the particular prospectus.
Bond Funds - Funds are invested in corporate or government bonds with
different interest rates and maturity periods. The available options are
as follows:
I. Maxim U.S. Government Mortgage Securities Portfolio
II. Maxim Investment Grade Corporate Bond Portfolio
III. Maxim Corporate Bond Portfolio
IV. Putnam Global Governmental Income Portfolio
V. Maxim Short-Term Maturity Bond Portfolio
Guaranteed Certificate Funds - Similar to certificates of deposit and
guaranteed by the Great-West Life and Annuity Insurance Company, these
Funds are credited daily with interest earned until maturity.
Aggressive Growth Funds - Investments are made in the common stocks of
companies that are considered undervalued or present growth possibilities.
The available options are as follows:
I. Twentieth Century Ultra Investors Fund
II. AIM Constellation Fund
III. Maxim Small-Cap Index Portfolio
IV. Maxim Growth Index Portfolio
V. Maxim Small-Cap Aggressive Growth Portfolio
Growth Funds - Funds are generally invested in common stocks of medium or
large companies that offer growth potential. The available options are as
follows:
I. Fidelity Advisor Growth Opportunities Fund
II. Maxim Stock Index Portfolio
III. AIM Weingarten Fund
IV. Maxim Small-Cap Value Portfolio
Growth & Income Funds - These funds invest in large companies with stable
histories, offering opportunities for both long term growth and current
income through bonds and dividend-paying stock. The available options are
as follows:
I. Maxim Total Return Portfolio
II. AIM Charter Fund
III. Maxim Value Index Portfolio
IV. Putnam Fund for Growth & Income
V. Fidelity Advisor Equity Income Fund
International Funds - These Funds are invested in foreign markets to
offset declines in the U.S. market. These available options are as
follows:
I. Putnam Global Growth Fund
II. Maxim Foreign Equity Portfolio
III. Fidelity Advisor Overseas Fund
7
<PAGE>
Money Market Fund I - Formally known as the Daily Interest Guaranteed
Fund, amounts are invested in short term money market securities not to
exceed 13 months, except for U.S. governmental securities which are
limited to 25 months. Interest earned in this fund is guaranteed not to
fall below 4.0% per annum. As of July 1, 1993, this fund was closed to new
participants, although existing participants may continue to contribute.
Money Market Fund II - Formally named the Maxim Money Market Portfolio,
amounts are invested in short term money market securities with maturities
not to exceed 13 months, except for U.S. governmental securities which are
limited to 25 months.
Mutual Funds - These Funds are invested throughout the above Funds in
various combinations to provide a diversified group of securities.
I. Profile Series I
II. Profile Series II
III. Profile Series III
IV. Profile Series IV
V. Profile Series V
Big Flower Holdings, Inc. Common Stock -These funds are invested in the
common stock of the Company. This investment option became available in
August of 1997.
8. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974. In the event of the Plan's termination,
participants will become 100% vested in their accounts.
8
<PAGE>
9. INVESTMENT INFORMATION BY FUND
Significant components of the changes in net assets for each investment
option, which include investment appreciation and earnings, contributions
and distributions, and, additionally, net assets available for benefits
for each investment option are as follows for the year ended December 31,
1997:
<TABLE>
<CAPTION>
1997
<S> <C>
Net appreciation:
Aggressive Growth Fund I $ 695,773
Aggressive Growth Fund II 310,490
Aggressive Growth Fund III 30,536
Aggressive Growth Fund IV 113,695
Aggressive Growth Fund V 126,875
Bond Fund I 46,509
Bond Fund II 16,571
Bond Fund III 27,812
Bond Fund IV (512)
Bond Fund V 956
Big Flower Holdings, Inc. Common Stock 6,253
Growth Fund I 253,594
Growth Fund II 1,708,511
Growth Fund III 248,177
Growth Fund IV 19,470
Growth & Income Fund I 50,123
Growth & Income Fund II 202,897
Growth & Income Fund III 120,508
Growth & Income Fund IV 147,828
Growth & Income Fund V 19,414
International Fund I 91,577
International Fund II (12,671)
International Fund III 2,598
Money Market Fund II 94,046
Profile Series I 281,130
Profile Series II 316,851
Profile Series III 127,624
Profile Series IV 29,916
Profile Series V 10,022
----------
Total $5,086,573
----------
----------
Interest income:
Guaranteed Certificate Fund 36m $ 308,874
Guaranteed Certificate Fund 60m 8,092
Guaranteed Certificate Fund 84m 11,605
Money Market Funds 33,252
Loans to Participants 154,144
----------
Total $ 515,967
----------
----------
</TABLE>
9
<PAGE>
9. INVESTMENT INFORMATION BY FUND (continued)
<TABLE>
<CAPTION>
1997
<S> <C>
Employee contributions:
Guaranteed Certificate Fund 36m $ 646,192
Guaranteed Certificate Fund 60m 40,475
Guaranteed Certificate Fund 84m 54,922
Aggressive Growth Fund I 777,574
Aggressive Growth Fund II 603,231
Aggressive Growth Fund III 83,959
Aggressive Growth Fund IV 278,914
Aggressive Growth Fund V 346,127
Bond Fund I 121,688
Bond Fund II 46,075
Bond Fund III 85,391
Bond Fund IV 29,946
Bond Fund V 16,540
Big Flower Holdings, Inc. Common Stock 55,836
Growth Fund I 271,154
Growth Fund II 692,638
Growth Fund III 218,038
Growth Fund IV 72,326
Growth & Income Fund I 66,366
Growth & Income Fund II 203,952
Growth & Income Fund III 293,346
Growth & Income Fund IV 304,941
Growth & Income Fund V 82,612
International Fund I 285,854
International Fund II 64,109
International Fund III 64,308
Money Market Fund II 675,746
Profile Series I 1,062,628
Profile Series II 1,011,025
Profile Series III 461,701
Profile Series IV 107,946
Profile Series V 54,585
------------
Total $ 9,180,145
------------
------------
</TABLE>
10
<PAGE>
9. INVESTMENT INFORMATION BY FUND (continued)
<TABLE>
<CAPTION>
1997
<S> <C>
Employer contributions:
Guaranteed Certificate Fund 36m $ 184,580
Guaranteed Certificate Fund 60m 6,036
Guaranteed Certificate Fund 84m 11,011
Aggressive Growth Fund I 147,423
Aggressive Growth Fund II 121,447
Aggressive Growth Fund III 13,906
Aggressive Growth Fund IV 33,800
Aggressive Growth Fund V 38,605
Bond Fund I 28,404
Bond Fund II 10,416
Bond Fund III 13,576
Bond Fund IV 5,844
Bond Fund V 2,024
Big Flower Holdings, Inc. Common Stock 1,736
Growth Fund I 46,461
Growth Fund II 136,084
Growth Fund III 43,303
Growth Fund IV 4,949
Growth & Income Fund I 15,935
Growth & Income Fund II 40,185
Growth & Income Fund III 24,668
Growth & Income Fund IV 45,733
Growth & Income Fund V 5,746
International Fund I 45,700
International Fund II 15,870
International Fund III 6,935
Money Market Fund II 113,525
Profile Series I 165,253
Profile Series II 165,793
Profile Series III 87,349
Profile Series IV 20,785
Profile Series V 11,425
------------
1,614,507
Less forfeitures applied (43)
------------
Total $ 1,614,464
------------
------------
</TABLE>
11
<PAGE>
9. INVESTMENT INFORMATION BY FUND (continued)
<TABLE>
<CAPTION>
1997
<S> <C>
Distributions to participants and beneficiaries:
Guaranteed Certificate Fund 36m $ 597,859
Guaranteed Certificate Fund 60m 5,715
Guaranteed Certificate Fund 84m 41,553
Money Market Fund I 65,642
Aggressive Growth Fund I 266,624
Aggressive Growth Fund II 191,942
Aggressive Growth Fund III 8,370
Aggressive Growth Fund IV 25,873
Aggressive Growth Fund V 101,756
Bond Fund I 53,463
Bond Fund II 42,869
Bond Fund III 14,031
Bond Fund IV 6,838
Bond Fund V 1,627
Big Flower Holdings, Inc. Common Stock 49
Growth Fund I 106,487
Growth Fund II 365,403
Growth Fund III 50,833
Growth Fund IV 3,283
Growth & Income Fund I 34,506
Growth & Income Fund II 113,611
Growth & Income Fund III 20,565
Growth & Income Fund IV 38,958
Growth & Income Fund V 2,029
International Fund I 42,171
International Fund II 14,139
International Fund III 7,935
Money Market Fund II 180,176
Profile Series I 119,620
Profile Series II 132,812
Profile Series III 65,615
Profile Series IV 41,403
Profile Series V 12,915
Loans to Participants 97,499
------------
2,874,171
Less forfeitures (98,478)
------------
Total $ 2,775,693
------------
------------
</TABLE>
12
<PAGE>
9. INVESTMENT INFORMATION BY FUND (continued)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net assets available for plan benefits (end of year):
Guaranteed Certificate Fund 36m $ 6,177,882 $ 6,078,333
Guaranteed Certificate Fund 60m 187,025 146,107
Guaranteed Certificate Fund 84m 236,357 205,209
Money Market Fund I 638,723 770,450
Aggressive Growth Fund I 3,947,790 2,967,956
Aggressive Growth Fund II 2,942,453 2,280,411
Aggressive Growth Fund III 228,134 109,137
Aggressive Growth Fund IV 665,113 253,050
Aggressive Growth Fund V 1,000,540 377,608
Bond Fund I 684,331 510,944
Bond Fund II 270,606 265,131
Bond Fund III 390,541 173,792
Bond Fund IV 138,043 93,127
Bond Fund V 103,793 2,469
Big Flower Holdings, Inc. Common Stock 100,695 -
Growth Fund I 1,258,962 820,073
Growth Fund II 7,261,629 5,329,727
Growth Fund III 1,317,372 984,488
Growth Fund IV 140,809 46,531
Growth & Income Fund I 333,882 318,347
Growth & Income Fund II 1,154,221 819,876
Growth & Income Fund III 889,904 237,373
Growth & Income Fund IV 1,123,755 414,306
Growth & Income Fund V 200,127 46,313
International Fund I 1,051,816 687,944
International Fund II 201,803 206,773
International Fund III 151,238 35,904
Money Market Fund II 2,422,513 1,600,005
Profile Series I 2,525,216 1,136,421
Profile Series II 2,875,174 1,360,188
Profile Series III 1,324,555 759,536
Profile Series IV 338,751 226,928
Profile Series V 156,912 180,090
Loans to Participants 2,386,428 1,761,090
----------- ------------
Total $44,827,093 $ 31,205,637
----------- ------------
----------- ------------
</TABLE>
* * * * * *
13
<PAGE>
BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
SAVINGS PLUS 401(k) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of Investments,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Cost Value
<S> <C> <C> <C> <C>
BOND FUNDS
* Great-West Life & Annuity Ins. Co. Bond Fund I $ 608,766 $ 669,392
* Great-West Life & Annuity Ins. Co. Bond Fund II 243,192 265,983
* Great-West Life & Annuity Ins. Co. Bond Fund III 346,429 382,983
* Great-West Life & Annuity Ins. Co. Bond Fund IV 131,210 134,626
* Great-West Life & Annuity Ins. Co. Bond Fund V 101,736 102,630
----------- ---------
Total Bond Funds 1,431,333 1,555,614
----------- ---------
OTHER INVESTMENTS
* Great-West Life & Annuity Ins. Co. Guaranteed Certificate Fund 36m 6,084,645 6,084,645
* Great-West Life & Annuity Ins. Co. Guaranteed Certificate Fund 60m 183,947 183,947
* Great-West Life & Annuity Ins. Co. Guaranteed Certificate Fund 84m 229,633 229,633
--------- -------
Total Other Investments 6,498,225 6,498,225
--------- ---------
EQUITY FUNDS
* Great-West Life & Annuity Ins. Co. Aggressive Growth Fund I 3,126,439 3,869,917
* Great-West Life & Annuity Ins. Co. Aggressive Growth Fund II 2,487,777 2,881,689
* Great-West Life & Annuity Ins. Co. Aggressive Growth Fund III 186,437 220,548
* Great-West Life & Annuity Ins. Co. Aggressive Growth Fund IV 549,299 640,630
* Great-West Life & Annuity Ins. Co. Aggressive Growth Fund V 843,750 978,779
* Great-West Life & Annuity Ins. Co. Growth Fund I 917,604 1,233,846
* Great-West Life & Annuity Ins. Co. Growth Fund II 4,979,557 7,192,397
* Great-West Life & Annuity Ins. Co. Growth Fund III 994,175 1,294,321
* Great-West Life & Annuity Ins. Co. Growth Fund IV 115,919 137,998
* Great-West Life & Annuity Ins. Co. Growth & Income Fund I 276,051 326,089
* Great-West Life & Annuity Ins. Co. Growth & Income Fund II 873,792 1,133,835
* Great-West Life & Annuity Ins. Co. Growth & Income Fund III 745,455 874,726
* Great-West Life & Annuity Ins. Co. Growth & Income Fund IV 913,047 1,096,462
* Great-West Life & Annuity Ins. Co. Growth & Income Fund V 173,334 196,459
* Great-West Life & Annuity Ins. Co. International Fund I 899,710 1,026,164
* Great-West Life & Annuity Ins. Co. International Fund II 196,893 194,590
* Great-West Life & Annuity Ins. Co. International Fund III 145,609 148,049
----------- ----------
Total Equity Funds 18,424,848 23,446,499
----------- ----------
----------- ----------
</TABLE>
* Investments with a party-in-interest.
14
<PAGE>
BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
SAVINGS PLUS 401(k) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of Investments,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Cost Value
<S> <C> <C> <C> <C>
MONEY MARKET FUNDS
* Great-West Life & Annuity Ins. Co. Money Market Fund I 638,723 638,723
* Great-West Life & Annuity Ins. Co. Money Market Fund II 2,253,547 2,357,883
----------- ---------
Total Money Market Funds 2,892,270 2,996,606
----------- ---------
MUTUAL FUNDS
* Great-West Life & Annuity Ins. Co. Profile Series I 2,121,255 2,429,163
* Great-West Life & Annuity Ins. Co. Profile Series II 2,376,943 2,774,644
* Great-West Life & Annuity Ins. Co. Profile Series III 1,115,608 1,278,010
* Great-West Life & Annuity Ins. Co. Profile Series IV 288,676 327,090
* Great-West Life & Annuity Ins. Co. Profile Series V 137,656 150,069
--------- -------
Total Mutual Funds 6,040,138 6,958,976
--------- ---------
COMMON STOCK
* Big Flower Holdings, Inc. 92,116 98,391
------ ------
* Loans to Participants Loans to Participants, interest - 2,386,428
rates ranging from 7.0% to 10.0%, ---- ---------
maturities ranging from 1 to
5 years (up to 10 years for
home purchases)
Total Investments $ 35,378,930 $ 43,940,739
--------------- --------------
--------------- --------------
* Investments with a party-in-interest. (concluded)
</TABLE>
15
<PAGE>
BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
SAVINGS PLUS 401(k) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
SERIES OF TRANSACTIONS, WHEN AGGREGATED, INVOLVING AMOUNTS IN
EXCESS OF 5% OF THE VALUE OF PLAN ASSETS
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (i)
Description of Asset
(Including Interest Rate and Purchase Selling Cost of Net Gain
Identity of Party Involved Maturity in Case of Loan) Price Price Asset or (Loss)
<S> <C> <C> <C> <C> <C>
Great West Life & Annuity Ins. Co. Guaranteed Certificate Fund 36M $ 2,722,811
Great West Life & Annuity Ins. Co. Guaranteed Certificate Fund 36M $ 2,924,534 $ 2,924,534 $ -
Great West Life & Annuity Ins. Co. Money Market Fund II 2,835,330
Great West Life & Annuity Ins. Co. Money Market Fund II 2,254,642 2,225,034 29,608
Great West Life & Annuity Ins. Co. Profile Series I 1,726,299
Great West Life & Annuity Ins. Co. Aggressive Growth Fund I 2,004,509
Great West Life & Annuity Ins. Co. Aggressive Growth Fund I 1,736,389 1,554,172 182,217
</TABLE>
16
