SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 2, 1998
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
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ITEM 5. OTHER EVENTS.
On December 3, 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 the pricing of its offering, pursuant to Rule 144A of the
Securities Act of 1933, as amended, of $250 million of the Registrant's 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 3, 1998
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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 4, 1998 By: /s/ Irene B. Fisher
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Irene B. Fisher
Vice President and
Associate General Counsel
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- -------------------------------------------------- -------------
99.1 Registrant's press release, dated December 3, 1998 5
4
Big Flower Press Announces Pricing of New Senior
Subordinated Notes Offering
New York City (December 3, 1998) - Big Flower Press Holdings, Inc., a
wholly-owned subsidiary of Big Flower Holdings, Inc. (NYSE: BGF), announced
yesterday's pricing of its new offering, pursuant to Rule 144A of the Securities
Act of 1933, of $250 million of new Senior Subordinated Notes due 2008 (the
"Notes"). The annual interest rate on the Notes will be 8-5/8%, with interest
payments to be made each January 1 and July 1, commencing July 1, 1999. The
Notes will mature on December 1, 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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