8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  02/14/2007

VALASSIS COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  1-10991

DE	38-2760940
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

19975 Victor Parkway, Livonia, MI 48152

(Address of principal executive offices, including zip code)

734-591-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 8.01.    Other Events

Attached hereto as Exhibits 99.1 and 99.2 are press releases issued by Valassis Communications, Inc. ("Valassis") on February 14, 2007.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.       Description

99.1                   Press Release #1 issued by Valassis on February 14, 2007

99.2                   Press Release #2 issued by Valassis on February 14, 2007

Signature(s)

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.

		VALASSIS COMMUNICATIONS, INC.
Date: February 14, 2007	By:	/s/    Barry P. Hoffman
		Barry P. Hoffman
		Executive Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release #1 issued by Valassis on February 14, 2007
EX-99.2	Press Release #2 issued by Valassis on February 14, 2007

EX-99.1 2 rrd147209_18443.htm PRESS RELEASE #1 ISSUED BY VALASSIS ON FEBRUARY 14, 2007

VALASSIS

NEWS RELEASE

Valassis Announces Proposed Offering of Senior Notes Expected to Generate $590 Million of Gross Proceeds

Livonia, Mich., Feb. 14, 2007: Valassis (NYSE: VCI), today announced that it intends to offer senior unsecured notes (the "notes") that are expected to generate $590 million of gross proceeds. The proceeds of these notes are expected to be used to finance the company's pending acquisition of ADVO, Inc., refinance approximately $125.0 million of outstanding ADVO debt and pay related fees and expenses. The consummation of the note offering is contingent upon the consummation of the ADVO acquisition.

The notes will be offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The notes to be offered have not been registered under the Securities Act of 1933, as amended, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such notes and is issued pursuant to Rule 135c under the Securities Act.

About Valassis

Valassis offers a wide range of marketing services to consumer packaged goods manufacturers, retailers, technology companies and other customers with operations in the United States, Europe, Mexico and Canada. Valassis' products and services portfolio includes: newspaper-delivered promotions and advertisements such as inserts, sampling, polybags and on-page advertisements; direct-to-door advertising and sampling; direct mail; Internet-delivered marketing; loyalty marketing software; coupon and promotion clearing; and promotion planning and analytic services. Valassis has been listed as one of FORTUNE magazine's "Best Companies to Work For" from 1998 to 2006. Valassis subsidiaries include Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For additional information, visit Valassis' Web site at http://www.valassis.com.

Safe Harbor and Forward-Looking Statements

Certain statements found in this document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of Valassis to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: price competition from Valassis' existing competitors; new competitors in any of Valassis' businesses; a shift in customer preference for different promotional materials, strategies or coupon delivery methods; an unforeseen increase in Valassis' paper costs; economic disruptions caused by terrorist activity, armed conflict or changes in general economic conditions; changes which affect the businesses of Valassis' customers and lead to reduced sales promotion spending; ri sks associated with the availability, timing and cost of financing Valassis' proposed acquisition of ADVO, Inc., which may affect the timing of the closing of the acquisition; the failure of ADVO's shareholders to approve Valassis' proposed acquisition of ADVO; and the challenges and costs of achieving synergies in connection with the proposed ADVO acquisition and integrating ADVO's operations. Valassis disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:

Sherry Lauderback

Director, Investor Relations

(734) 591-7374

lauderbacks@valassis.com

Media Contact:

Mary Broaddus

Manager, Corporate Communications

(734) 591-7375

broaddusm@valassis.com

EX-99.2 3 rrd147209_18444.htm PRESS RELEASE #2 ISSUED BY VALASSIS ON FEBRUARY 14, 2007

VALASSIS

NEWS RELEASE

Valassis' Senior Convertible Notes Due 2033 Entitled to Convert

Livonia, Mich., Feb. 14, 2007: Valassis (NYSE: VCI), today announced that, in contemplation of the company's anticipated financing of the ADVO transaction and as expected, Moody's has lowered the company's existing Senior Convertible Notes due 2033 ("2033 Notes") to a rating of Ba2 with a stable rating outlook. Similarly, Standard & Poor's has lowered the rating on such 2033 Notes to BB- with negative implications on CreditWatch pending the closing of the financing. Both rating agencies rated the 2033 Notes slightly higher than the company's general rating to reflect the anticipated security interest that the noteholders will receive upon the closing of the ADVO transaction.

Pursuant to the indenture covering the company's 2033 Notes, the rating by Standard & Poor's triggers the right of the holder to convert these Notes. The 2033 Notes are currently convertible at a price of approximately $44 per share.

About Valassis

Valassis offers a wide range of marketing services to consumer packaged goods manufacturers, retailers, technology companies and other customers with operations in the United States, Europe, Mexico and Canada. Valassis' products and services portfolio includes: newspaper-delivered promotions and advertisements such as inserts, sampling, polybags and on-page advertisements; direct-to-door advertising and sampling; direct mail; Internet-delivered marketing; loyalty marketing software; coupon and promotion clearing; and promotion planning and analytic services. Valassis has been listed as one of FORTUNE magazine's "Best Companies to Work For" from 1998 to 2006. Valassis subsidiaries include Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For additional information, visit Valassis' Web site at http://www.valassis.com.

Safe Harbor and Forward-Looking Statements

Certain statements found in this document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of Valassis to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: price competition from Valassis' existing competitors; new competitors in any of Valassis' businesses; a shift in customer preference for different promotional materials, strategies or coupon delivery methods; an unforeseen increase in Valassis' paper costs; economic disruptions caused by terrorist activity, armed conflict or changes in general economic conditions; changes which affect the businesses of Valassis' customers and lead to reduced sales promotion spending; ri sks associated with the availability, timing and cost of financing Valassis' proposed acquisition of ADVO, Inc., which may affect the timing of the closing of the acquisition; the failure of ADVO's shareholders to approve Valassis' proposed acquisition of ADVO; and the challenges and costs of achieving synergies in connection with the proposed ADVO acquisition and integrating ADVO's operations. Valassis disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:

Sherry Lauderback

Director, Investor Relations

(734) 591-7374

lauderbacks@valassis.com

Media Contact:

Mary Broaddus

Manager, Corporate Communications

(734) 591-7375

broaddusm@valassis.com

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

VALASSIS

NEWS RELEASE

Valassis Announces Proposed Offering of Senior Notes Expected to Generate $590 Million of Gross Proceeds

Livonia, Mich., Feb. 14, 2007: Valassis (NYSE: VCI), today announced that it intends to offer senior unsecured notes (the "notes") that are expected to generate $590 million of gross proceeds. The proceeds of these notes are expected to be used to finance the company's pending acquisition of ADVO, Inc., refinance approximately $125.0 million of outstanding ADVO debt and pay related fees and expenses. The consummation of the note offering is contingent upon the consummation of the ADVO acquisition.

The notes will be offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The notes to be offered have not been registered under the Securities Act of 1933, as amended, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such notes and is issued pursuant to Rule 135c under the Securities Act.

About Valassis

Valassis offers a wide range of marketing services to consumer packaged goods manufacturers, retailers, technology companies and other customers with operations in the United States, Europe, Mexico and Canada. Valassis' products and services portfolio includes: newspaper-delivered promotions and advertisements such as inserts, sampling, polybags and on-page advertisements; direct-to-door advertising and sampling; direct mail; Internet-delivered marketing; loyalty marketing software; coupon and promotion clearing; and promotion planning and analytic services. Valassis has been listed as one of FORTUNE magazine's "Best Companies to Work For" from 1998 to 2006. Valassis subsidiaries include Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For additional information, visit Valassis' Web site at http://www.valassis.com.

Safe Harbor and Forward-Looking Statements

Certain statements found in this document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of Valassis to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: price competition from Valassis' existing competitors; new competitors in any of Valassis' businesses; a shift in customer preference for different promotional materials, strategies or coupon delivery methods; an unforeseen increase in Valassis' paper costs; economic disruptions caused by terrorist activity, armed conflict or changes in general economic conditions; changes which affect the businesses of Valassis' customers and lead to reduced sales promotion spending; ri sks associated with the availability, timing and cost of financing Valassis' proposed acquisition of ADVO, Inc., which may affect the timing of the closing of the acquisition; the failure of ADVO's shareholders to approve Valassis' proposed acquisition of ADVO; and the challenges and costs of achieving synergies in connection with the proposed ADVO acquisition and integrating ADVO's operations. Valassis disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:

Sherry Lauderback

Director, Investor Relations

(734) 591-7374

lauderbacks@valassis.com

Media Contact:

Mary Broaddus

Manager, Corporate Communications

(734) 591-7375

broaddusm@valassis.com

EX-99.2

VALASSIS

NEWS RELEASE

Valassis' Senior Convertible Notes Due 2033 Entitled to Convert

Livonia, Mich., Feb. 14, 2007: Valassis (NYSE: VCI), today announced that, in contemplation of the company's anticipated financing of the ADVO transaction and as expected, Moody's has lowered the company's existing Senior Convertible Notes due 2033 ("2033 Notes") to a rating of Ba2 with a stable rating outlook. Similarly, Standard & Poor's has lowered the rating on such 2033 Notes to BB- with negative implications on CreditWatch pending the closing of the financing. Both rating agencies rated the 2033 Notes slightly higher than the company's general rating to reflect the anticipated security interest that the noteholders will receive upon the closing of the ADVO transaction.

Pursuant to the indenture covering the company's 2033 Notes, the rating by Standard & Poor's triggers the right of the holder to convert these Notes. The 2033 Notes are currently convertible at a price of approximately $44 per share.

About Valassis

Valassis offers a wide range of marketing services to consumer packaged goods manufacturers, retailers, technology companies and other customers with operations in the United States, Europe, Mexico and Canada. Valassis' products and services portfolio includes: newspaper-delivered promotions and advertisements such as inserts, sampling, polybags and on-page advertisements; direct-to-door advertising and sampling; direct mail; Internet-delivered marketing; loyalty marketing software; coupon and promotion clearing; and promotion planning and analytic services. Valassis has been listed as one of FORTUNE magazine's "Best Companies to Work For" from 1998 to 2006. Valassis subsidiaries include Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For additional information, visit Valassis' Web site at http://www.valassis.com.

Safe Harbor and Forward-Looking Statements

Certain statements found in this document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of Valassis to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: price competition from Valassis' existing competitors; new competitors in any of Valassis' businesses; a shift in customer preference for different promotional materials, strategies or coupon delivery methods; an unforeseen increase in Valassis' paper costs; economic disruptions caused by terrorist activity, armed conflict or changes in general economic conditions; changes which affect the businesses of Valassis' customers and lead to reduced sales promotion spending; ri sks associated with the availability, timing and cost of financing Valassis' proposed acquisition of ADVO, Inc., which may affect the timing of the closing of the acquisition; the failure of ADVO's shareholders to approve Valassis' proposed acquisition of ADVO; and the challenges and costs of achieving synergies in connection with the proposed ADVO acquisition and integrating ADVO's operations. Valassis disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:

Sherry Lauderback

Director, Investor Relations

(734) 591-7374

lauderbacks@valassis.com

Media Contact:

Mary Broaddus

Manager, Corporate Communications

(734) 591-7375

broaddusm@valassis.com