<PAGE>


--------------------------------------------------------------------------------
                                BIG FLOWER HOLDINGS, INC.
                                AND SUBSIDIARIES SAVINGS
                                PLUS 401(K) PLAN

                                Financial Statements as of December 31, 1998 and
                                1997 and for the Year Ended December 31, 1998,
                                Supplemental Schedules for the Year Ended
                                December 31, 1998 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, 1998 and 1997             2

   Statement of Changes in Net Assets Available for Benefits for the Year Ended
     December 31, 1998                                                                          3

   Notes to Financial Statements                                                              4-13

SUPPLEMENTAL SCHEDULES:

   Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998         14-15

   Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1998         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, 1998 and 1997, and the statement of changes in net
assets available for benefits for the year ended December 31, 1998. 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,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998 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, 1998 and (2) reportable
transactions for the year ended December 31, 1998 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.



June 18, 1999


<PAGE>


BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
SAVINGS PLUS 401(K) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                   1998          1997
<S>                                            <C>           <C>
ASSETS:

  Investments :
    Investments at fair value                  $58,756,596   $41,554,311
    Loans to participants                        3,750,208     2,386,428
                                               -----------   -----------
        Total investments                       62,506,804    43,940,739
                                               -----------   -----------
  Receivables:
    Employee contributions                         784,051       552,747
    Employer contributions                         582,595       333,607
                                               -----------   -----------

        Total receivables                        1,366,646       886,354
                                               -----------   -----------

NET ASSETS AVAILABLE FOR BENEFITS              $63,873,450   $44,827,093
                                               -----------   -----------
                                               -----------   -----------

</TABLE>


See notes to financial statements.


                                       2
<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, 1998
--------------------------------------------------------------------------------

<TABLE>

<S>                                                             <C>
ADDITIONS:
  Investment income:
    Net appreciation in fair value of investments               $ 8,110,883
    Interest income                                                 680,050
                                                                -----------

          Total investment income                                 8,790,933
                                                                -----------
  Contributions:
    Employee                                                     10,997,111
    Employer                                                      2,565,744
                                                                -----------

          Total contributions                                    13,562,855
                                                                -----------

          Total additions                                        22,353,788

DEDUCTIONS:
  Distributions to participants and beneficiaries                 3,307,431
                                                                -----------

NET INCREASE                                                     19,046,357

NET ASSETS AVAILABLE FOR BENEFITS
  Beginning of year                                              44,827,093
                                                                -----------

  End of year                                                   $63,873,450
                                                                -----------
                                                                -----------

</TABLE>


See notes to financial statements.


                                       3
<PAGE>


BIG FLOWER HOLDINGS, INC. AND SUBSIDIARIES
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 the 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 eligible employees
      credited with three months of service and at least 18 years of age.

      Plan Document - 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 and is qualified in its entirety by the Plan
      Document. Participants should refer to the Plan Document for more
      complete information.

      Participant Accounts - Separate accounts are maintained for each
      participant. Each participant's account is credited with the
      participant's pre-tax contributions and Company matching contributions,
      discretionary profit sharing contributions (should the Company elect), and
      investment earnings and losses. 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.

      Vesting - Participants are immediately vested in their elective
      contributions plus actual earnings thereon. Company matching contributions
      are vested 100% in their entirety after the participant has attained at
      least five years of credited service. Forfeitures of non-vested matching
      contributions are used to reduce the Company's future matching
      contributions and any profit sharing contributions. Participants shall at
      all times have a nonforfeitable right to the vested amounts of their
      accounts.

      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 Treasure Chest
      Advertising Company, Inc. (the "Administrative Committee").

      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 Administrative 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 participant loans, 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, which
      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,
      1998 and 1997. 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. The benefits payable to terminated participants are not
      reflected in the accompanying financial statements. Net assets available
      for plan benefits at December 31, 1998 include $756,000 for participants
      who have withdrawn from the plan but have not yet been paid their vested
      benefits.

      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 of the Plan for the year ended December 31, 1998.

      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 in a segregated account administered
      by the Plan's 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
      Administrative Committee. In addition, participants may, at the discretion
      of the Administrative 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 Administrative 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
      fifteen years, are allowed. Interest rates are established by the
      Administrative Committee at a rate equal to a bank's prime rate plus 1%,
      which equaled 9.00% and 8.50% at December 31, 1998 and 1997, respectively.


                                       5
<PAGE>


      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. Loans cannot be less than $1,000. All loans are
      secured by an assignment of a security interest in the participant's
      account.

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 ("VCR Program") established by the
      Internal Revenue Service as a method of bringing the operation of the Plan
      into compliance with the law for the 1990 through 1994 Plan years. The
      Company has made the corrective actions required by the VCR Program for
      those years. Additionally, in November 1998, the Plan entered into the
      VCR Program for additional operational defects occurring in the 1995 -
      1998 Plan years. The Company intends to make the corrective actions
      required by the VCR Program for those years and intends 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,
                                                                         -----------------------------------
                                                                              1998                  1997
<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                                                             $  1,853,009          $  1,555,614
  Money market funds:
    Money Market Fund I                                                       584,461               638,723
    Money Market Fund II                                                    3,513,810  *          2,357,883  *
  Equity funds:
    Aggressive Growth Fund I                                                6,596,259  *          3,869,917  *
    Aggressive Growth Fund II                                               3,301,664  *          2,881,689  *
    Growth Fund II                                                          9,401,263  *          7,192,397  *
    Other equity funds                                                     14,473,509             9,502,496
  Mutual funds:
    Profile Series I                                                        4,059,755  *          2,429,163  *
    Profile Series II                                                       4,432,712  *          2,774,644  *
    Other profile series                                                    2,967,834             1,755,169
   Big Flower Holdings, Inc. Common Stock                                     265,654                98,391
Investments at estimated value:
  Other investments:
    Guaranteed Certificate Fund 36m                                         6,773,355  *          6,084,645  *
    Other investments                                                         533,311               413,580
    Loans to participants                                                   3,750,208  *          2,386,428  *
                                                                         ------------          ------------
Total investments                                                        $ 62,506,804          $ 43,940,739
                                                                         ------------          ------------
                                                                         ------------          ------------

</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.      Orchard Index 500 Fund
                  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 invest in large international companies
      that offer growth potential. 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.

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,
      1998:

<TABLE>
<CAPTION>

                                                1998
<S>                                        <C>
Net appreciation (depreciation):
  Aggressive Growth Fund I                 $ 1,514,759
  Aggressive Growth Fund II                    544,660
  Aggressive Growth Fund III                    (1,676)
  Aggressive Growth Fund IV                    357,792
  Aggressive Growth Fund V                     (18,806)
  Bond Fund I                                   42,494
  Bond Fund II                                  20,408
  Bond Fund III                                 15,251
  Bond Fund IV                                   5,679
  Bond Fund V                                    4,337
  Big Flower Holdings, Inc. Common Stock       (27,896)
  Growth Fund I                                321,560
  Growth Fund II                             2,048,232
  Growth Fund III                              493,562
  Growth Fund IV                                17,645
  Growth & Income Fund I                        62,813
  Growth & Income Fund II                      333,055
  Growth & Income Fund III                     151,058
  Growth & Income Fund IV                      193,760
  Growth & Income Fund V                        50,446
  International Fund I                         327,622
  International Fund II                         17,691
  International Fund III                        16,499
  Money Market Fund II                         138,675
  Profile Series I                             596,701
  Profile Series II                            583,160
  Profile Series III                           229,879
  Profile Series IV                             50,052
  Profile Series V                              21,471
                                           -----------
Total                                      $ 8,110,883
                                           -----------
                                           -----------

</TABLE>

<TABLE>

<S>                                          <C>
Interest income:
  Guaranteed Certificate Fund 36m            $332,242
  Guaranteed Certificate Fund 60m              11,787
  Guaranteed Certificate Fund 84m              15,034
  Money Market Funds                           16,112
  Loans to Participants                       304,875
                                             --------
Total                                        $680,050
                                             --------
                                             --------

</TABLE>


                                       9
<PAGE>


9.    INVESTMENT INFORMATION BY FUND (continued)


<TABLE>
<CAPTION>

                                                1998
<S>                                        <C>
Employee contributions:
  Guaranteed Certificate Fund 36m          $   641,912
  Guaranteed Certificate Fund 60m               49,683
  Guaranteed Certificate Fund 84m               57,170
  Aggressive Growth Fund I                   1,113,669
  Aggressive Growth Fund II                    596,625
  Aggressive Growth Fund III                   118,562
  Aggressive Growth Fund IV                    394,425
  Aggressive Growth Fund V                     313,209
  Bond Fund I                                  141,234
  Bond Fund II                                  55,676
  Bond Fund III                                167,956
  Bond Fund IV                                  41,237
  Bond Fund V                                   16,651
  Big Flower Holdings, Inc. Common Stock       164,953
  Growth Fund I                                358,167
  Growth Fund II                               804,216
  Growth Fund III                              355,325
  Growth Fund IV                                86,983
  Growth & Income Fund I                        84,510
  Growth & Income Fund II                      227,136
  Growth & Income Fund III                     339,365
  Growth & Income Fund IV                      328,606
  Growth & Income Fund V                       134,013
  International Fund I                         374,412
  International Fund II                         58,635
  International Fund III                        73,927
  Money Market Fund II                         638,073
  Profile Series I                           1,242,735
  Profile Series II                          1,185,083
  Profile Series III                           551,690
  Profile Series IV                            186,014
  Profile Series V                              95,259
                                           -----------
Total                                      $10,997,111
                                           -----------
                                           -----------

</TABLE>


                                       10
<PAGE>


9.    INVESTMENT INFORMATION BY FUND (continued)

<TABLE>
<CAPTION>

                                                1998
<S>                                        <C>
Employer contributions:
  Guaranteed Certificate Fund 36m          $   250,061
  Guaranteed Certificate Fund 60m               12,142
  Guaranteed Certificate Fund 84m               15,178
  Aggressive Growth Fund I                     251,646
  Aggressive Growth Fund II                    160,456
  Aggressive Growth Fund III                    28,347
  Aggressive Growth Fund IV                     87,583
  Aggressive Growth Fund V                      72,126
  Bond Fund I                                   41,449
  Bond Fund II                                  14,564
  Bond Fund III                                 28,649
  Bond Fund IV                                   6,587
  Bond Fund V                                    5,123
  Big Flower Holdings, Inc. Common Stock        26,384
  Growth Fund I                                 80,498
  Growth Fund II                               232,339
  Growth Fund III                               78,417
  Growth Fund IV                                12,633
  Growth & Income Fund I                        22,039
  Growth & Income Fund II                       59,223
  Growth & Income Fund III                      66,829
  Growth & Income Fund IV                       75,931
  Growth & Income Fund V                        20,327
  International Fund I                          79,795
  International Fund II                         16,428
  International Fund III                        15,733
  Money Market Fund II                         217,257
  Profile Series I                             282,635
  Profile Series II                            294,725
  Profile Series III                           135,042
  Profile Series IV                             35,445
  Profile Series V                              22,888
                                           -----------
                                             2,748,479
  Less forfeitures applied                    (182,735)
                                           -----------
Total                                      $ 2,565,744
                                           -----------
                                           -----------


</TABLE>


                                       11
<PAGE>


9.    INVESTMENT INFORMATION BY FUND (continued)

<TABLE>
<CAPTION>

                                                       1998
<S>                                                <C>
Distributions to participants and beneficiaries:
  Guaranteed Certificate Fund 36m                  $   324,080
  Guaranteed Certificate Fund 60m                       58,301
  Guaranteed Certificate Fund 84m                       12,450
  Money Market Fund I                                   36,885
  Aggressive Growth Fund I                             294,533
  Aggressive Growth Fund II                            266,963
  Aggressive Growth Fund III                            10,198
  Aggressive Growth Fund IV                             67,742
  Aggressive Growth Fund V                              22,979
  Bond Fund I                                           87,730
  Bond Fund II                                           7,996
  Bond Fund III                                         74,794
  Bond Fund IV                                           9,144
  Bond Fund V                                            3,540
  Big Flower Holdings, Inc. Common Stock                 1,514
  Growth Fund I                                        183,903
  Growth Fund II                                       355,908
  Growth Fund III                                       99,119
  Growth Fund IV                                        17,640
  Growth & Income Fund I                                18,599
  Growth & Income Fund II                               67,723
  Growth & Income Fund III                              35,290
  Growth & Income Fund IV                              107,163
  Growth & Income Fund V                                 3,089
  International Fund I                                  83,357
  International Fund II                                 17,048
  International Fund III                                 6,746
  Money Market Fund II                                 490,008
  Profile Series I                                     223,335
  Profile Series II                                    104,896
  Profile Series III                                   137,854
  Profile Series IV                                     34,008
  Profile Series V                                      29,440
  Loans to Participants                                 89,038
                                                   -----------
                                                     3,383,013
  Less forfeitures                                     (75,582)
                                                   -----------
Total                                              $ 3,307,431
                                                   -----------
                                                   -----------

</TABLE>


                                       12
<PAGE>


9.    INVESTMENT INFORMATION BY FUND (continued)

<TABLE>
<CAPTION>

                                                            1998           1997
<S>                                                     <C>           <C>
Net assets available for plan benefits (end of year):
  Guaranteed Certificate Fund 36m                       $ 6,880,267   $ 6,177,882
  Guaranteed Certificate Fund 60m                           230,584       187,025
  Guaranteed Certificate Fund 84m                           316,955       236,357
  Money Market Fund I                                       584,461       638,723
  Aggressive Growth Fund I                                6,728,494     3,947,790
  Aggressive Growth Fund II                               3,367,644     2,942,453
  Aggressive Growth Fund III                                365,320       228,134
  Aggressive Growth Fund IV                               1,717,128       665,113
  Aggressive Growth Fund V                                1,005,043     1,000,540
  Bond Fund I                                               686,384       684,331
  Bond Fund II                                              354,011       270,606
  Bond Fund III                                             523,027       390,541
  Bond Fund IV                                              147,389       138,043
  Bond Fund V                                               186,078       103,793
  Big Flower Holdings, Inc. Common Stock                    281,813       100,695
  Growth Fund I                                           1,768,583     1,258,962
  Growth Fund II                                          9,503,363     7,261,629
  Growth Fund III                                         2,135,027     1,317,372
  Growth Fund IV                                            245,699       140,809
  Growth & Income Fund I                                    474,029       333,882
  Growth & Income Fund II                                 1,638,580     1,154,221
  Growth & Income Fund III                                1,448,267       889,904
  Growth & Income Fund IV                                 1,534,632     1,123,755
  Growth & Income Fund V                                    443,183       200,127
  International Fund I                                    1,618,999     1,051,816
  International Fund II                                     203,238       201,803
  International Fund III                                    227,577       151,238
  Money Market Fund II                                    3,618,791     2,422,513
  Profile Series I                                        4,206,145     2,525,216
  Profile Series II                                       4,600,980     2,875,174
  Profile Series III                                      2,098,306     1,324,555
  Profile Series IV                                         600,392       338,751
  Profile Series V                                          382,853       156,912
  Loans to Participants                                   3,750,208     2,386,428
                                                        -----------   -----------
Total                                                   $63,873,450   $44,827,093
                                                        -----------   -----------
                                                        -----------   -----------

</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, 1998

<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

       BOND FUNDS
<S>                                            <C>                                             <C>                 <C>
  *    Great-West Life & Annuity Ins. Co.          Bond Fund I                                 $  638,062          $  663,728
  *    Great-West Life & Annuity Ins. Co.          Bond Fund II                                   334,843             348,666
  *    Great-West Life & Annuity Ins. Co.          Bond Fund III                                  511,065             511,010
  *    Great-West Life & Annuity Ins. Co.          Bond Fund IV                                   143,406             147,272
  *    Great-West Life & Annuity Ins. Co.          Bond Fund V                                    179,999             182,333
                                                                                               ----------          ----------
                 Total Bond Funds                                                               1,807,375           1,853,009
                                                                                               ----------          ----------

       OTHER INVESTMENTS

  *    Great-West Life & Annuity Ins. Co.          Guaranteed Certificate Fund 36m              6,773,355           6,773,355
  *    Great-West Life & Annuity Ins. Co.          Guaranteed Certificate Fund 60m                226,043             226,043
  *    Great-West Life & Annuity Ins. Co.          Guaranteed Certificate Fund 84m                307,268             307,268
                                                                                               ----------          ----------
                 Total Other Investments                                                        7,306,666           7,306,666
                                                                                               ----------          ----------

       EQUITY FUNDS

  *    Great-West Life & Annuity Ins. Co.          Aggressive Growth Fund I                     5,710,999           6,596,259
  *    Great-West Life & Annuity Ins. Co.          Aggressive Growth Fund II                    3,072,463           3,301,664
  *    Great-West Life & Annuity Ins. Co.          Aggressive Growth Fund III                     371,822             351,407
  *    Great-West Life & Annuity Ins. Co.          Aggressive Growth Fund IV                    1,413,938           1,665,285
  *    Great-West Life & Annuity Ins. Co.          Aggressive Growth Fund V                     1,031,686             971,600
  *    Great-West Life & Annuity Ins. Co.          Growth Fund I                                1,527,013           1,730,001
  *    Great-West Life & Annuity Ins. Co.          Growth Fund II                               8,327,960           9,401,263
  *    Great-West Life & Annuity Ins. Co.          Growth Fund III                              1,789,210           2,097,919
  *    Great-West Life & Annuity Ins. Co.          Growth Fund IV                                 231,438             239,272
  *    Great-West Life & Annuity Ins. Co.          Growth & Income Fund I                         435,425             462,692
  *    Great-West Life & Annuity Ins. Co.          Growth & Income Fund II                      1,404,427           1,609,943
  *    Great-West Life & Annuity Ins. Co.          Growth & Income Fund III                     1,356,255           1,412,416
  *    Great-West Life & Annuity Ins. Co.          Growth & Income Fund IV                      1,410,864           1,494,420
  *    Great-West Life & Annuity Ins. Co.          Growth & Income Fund V                         407,275             430,321
  *    Great-West Life & Annuity Ins. Co.          International Fund I                         1,418,058           1,583,585
  *    Great-West Life & Annuity Ins. Co.          International Fund II                          211,522             203,114
  *    Great-West Life & Annuity Ins. Co.          International Fund III                         228,427             221,534
                                                                                               ----------          ----------
                  Total Equity Funds                                                           30,348,782          33,772,695
                                                                                               ----------          ----------
</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

       MONEY MARKET FUNDS
<S>                                                <C>                                      <C>                 <C>
  *    Great-West Life & Annuity Ins. Co.          Money Market Fund I                            584,461            584,461
  *    Great-West Life & Annuity Ins. Co.          Money Market Fund II                         3,428,228          3,513,810
                                                                                             ------------       ------------
                  Total Money Market Funds                                                      4,012,689          4,098,271
                                                                                             ------------       ------------
       MUTUAL FUNDS

  *    Great-West Life & Annuity Ins. Co.          Profile Series I                             3,776,728          4,059,755
  *    Great-West Life & Annuity Ins. Co.          Profile Series II                            4,157,090          4,432,712
  *    Great-West Life & Annuity Ins. Co.          Profile Series III                           1,908,656          2,019,668
  *    Great-West Life & Annuity Ins. Co.          Profile Series IV                              551,636            578,804
  *    Great-West Life & Annuity Ins. Co.          Profile Series V                               353,552            369,362
                                                                                             ------------       ------------
                 Total Mutual Funds                                                            10,747,662         11,460,301
                                                                                             ------------       ------------
       COMMON STOCK

  *    Big Flower Holdings, Inc.                                                                  291,656            265,654
                                                                                             ------------       ------------


  *      Loans to Participants                     Loans to Participants, interest                                 3,750,208
                                                      rates ranging from 7.0% to  10.0%,                          ----------
                                                      maturities ranging from 1 to
                                                      5 years (up to 15 years for
                                                      home purchases)

       Total Investments                                                                     $ 54,514,830       $ 62,506,804
                                                                                             ------------       ------------
                                                                                             ------------       ------------
</TABLE>


*  Investments with a party-in-interest.


                                       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, 1998

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------

SERIES OF TRANSACTIONS, WHEN AGGREGATED, INVOLVING AMOUNTS IN
EXCESS OF 5% OF THE VALUE OF PLAN ASSETS


                 (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.        Aggressive Growth Fund I      $ 12,352,615
Great West Life & Annuity Ins. Co.        Aggressive Growth Fund I                        $ 11,141,042  $  9,768,063  $  1,372,979

Great West Life & Annuity Ins. Co.        Aggressive Growth Fund II        7,220,737
Great West Life & Annuity Ins. Co.        Aggressive Growth Fund II                          7,345,732     6,633,803       711,929

Great West Life & Annuity Ins. Co.        Aggressive Growth Fund V         2,896,236
Great West Life & Annuity Ins. Co.        Aggressive Growth Fund V                           2,884,608     2,703,241       181,367

Great West Life & Annuity Ins. Co.        Growth Fund I                    3,509,360
Great West Life & Annuity Ins. Co.        Growth Fund I                                      3,334,764     2,899,952       434,812

Great West Life & Annuity Ins. Co.        Growth Fund II                  18,240,807
Great West Life & Annuity Ins. Co.        Growth Fund II                                    18,080,473    14,890,102     3,190,371

Great West Life & Annuity Ins. Co.        Growth Fund III                  3,914,785
Great West Life & Annuity Ins. Co.        Growth Fund III                                    3,604,749     3,119,745       485,004

Great West Life & Annuity Ins. Co.        Growth & Income Fund II          3,140,019
Great West Life & Annuity Ins. Co.        Growth & Income Fund II                            2,996,966     2,609,384       387,582

Great West Life & Annuity Ins. Co.        Growth & Income Fund III         3,279,943
Great West Life & Annuity Ins. Co.        Growth & Income Fund III                           2,893,311     2,669,143       224,168

Great West Life & Annuity Ins. Co.        Growth & Income Fund IV          3,332,964
Great West Life & Annuity Ins. Co.        Growth & Income Fund IV                            3,128,796     2,832,699       296,097

Great West Life & Annuity Ins. Co.        International Fund I             3,008,987
Great West Life & Annuity Ins. Co.        International Fund I                               2,779,488     2,490,882       288,606

Great West Life & Annuity Ins. Co.        Money Market Fund II             8,293,201
Great West Life & Annuity Ins. Co.        Money Market Fund II                               7,172,585     7,014,912       157,673

Great West Life & Annuity Ins. Co.        Profile Series I                 8,049,838
Great West Life & Annuity Ins. Co.        Profile Series I                                   7,015,944     6,394,341       621,603

Great West Life & Annuity Ins. Co.        Profile Series II                8,449,904
Great West Life & Annuity Ins. Co.        Profile Series II                                  7,375,102     6,667,942       707,160

Great West Life & Annuity Ins. Co.        Profile Series III               3,994,625
Great West Life & Annuity Ins. Co.        Profile Series III                                 3,482,846     3,199,848       282,998

</TABLE>


                                       16