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): September 24, 2008

VALASSIS COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10991	38-2760940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

19975 Victor Parkway, Livonia, MI	48152
(Address of Principal Executive Offices)	(Zip Code)

(734) 591-3000

Registrant’s Telephone Number, Including Area Code

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))

Items to be Included in this Report

Item 7.01 Regulation FD Disclosure

Valassis Communications, Inc. (“Valassis”) is furnishing the attached investor presentation as Exhibit 99.1 which will be used as public relations material as well as for future meetings with investors, stockholders and analysts. A copy of the presentation is also available on Valassis’ website at www.valassis.com. Valassis does not intend to file any update to this investor presentation. The fact that this investor presentation is being furnished should not be deemed an admission as to the materiality of any information contained in the presentation.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by Valassis under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless Valassis expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Investor Presentation

SIGNATURE

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.
	By:	/s/ Robert L. Recchia
Date: September 24, 2008	Name:	Robert L. Recchia
	Title:	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Investor Presentation

EX-99.1

®

Delivering Value to Consumers –

how, when and where they want

Deutsche Bank Leveraged Finance Conference

September 24, 2008

Exhibit 99.1

2

®

Safe Harbor

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

our

existing

competitors;

new

competitors

in

any

of

our

businesses;

a

shift

in

customer

preference

for

different

promotional

materials,

promotional

strategies

or

coupon

delivery

methods

including

as

a

result

of

declines

in

newspaper

circulations;

an

unforeseen

increase

in

our

paper

or

postal

costs;

changes

which

affect

the

businesses

of

our

clients

and

lead

to

reduced

sales

promotion

spending

including

a

decrease

in

marketing

budgets

which

are

generally

discretionary

in

nature

and

easier

to

reduce

in

the

short-term

than

other

expenses;

challenges

and

costs

of

achieving

synergies

and

cost

savings

in

connection

with

the

ADVO

acquisition

and

integrating

ADVO’s

operations

may

be

greater

than

expected;

our

substantial

indebtedness,

and

our

ability

to

incur

additional

indebtedness,

may

affect

our

financial

health;

certain

covenants

in

our

debt

documents

could

adversely

restrict

our

financial

and

operating

flexibility;

fluctuations

in

the

amount,

timing,

pages,

weight

and

kinds

of

advertising

pieces

from

period

to

period,

due

to

a

change

in

our

clients’

promotional

needs,

inventories

and

other

factors;

our

failure

to

attract

and

retain

qualified

personnel

may

affect

our

business

and

results

of

operations;

a

rise

in

interest

rates

could

increase

our

borrowing

costs;

the

outcome

of

ADVO’s

pending

shareholder

lawsuits;

possible

governmental

regulation

or

litigation

affecting

aspects

of

our

business;

and

general

economic

conditions,

whether

nationally

or

in

the

market

areas

in

which

we

conducts

business,

may

be

less

favorable

than

expected.

We

disclaim

any

intention

or

obligation

to

update

or

revise

any

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise.

Additional

risks

include,

but

are

not

limited

to

those

risk

factors

described

in

our

Annual

Report

on

Form

10-K

for

the

year

ended

Dec.

31,

2007

(the

2007

Form

10-K)

and

our

other

filings

with

the

United

States

Securities

and

Exchange

Commission

(“SEC”).

3

®

Delivering value to consumers…

In-store

Industry Size: $1 billion

Strategy: Growth

Interactive

Industry Size: $18 billion

Strategy: Growth

Newspaper

Industry Size/Valassis Revenue*:

ROP: $25 billion/$147 million

FSI: $1 billion/$401 million

Preprint: $14 billion/$279 million

Strategy: Grow Share

Sampling

Industry Size: $2 billion

Valassis Revenue*:  $54 million

Strategy: Grow Share

Shared Mail

Direct Mail Industry Size: $33 billion

Valassis Revenue*: $1.4 billion

Strategy: Growth and Grow Share

*Revenue figures based on Valassis 2007 revenue (including pre-acquisition ADVO revenue for Jan/Feb, 2007).

how,

when

and

where

they

want

Shared Mail

Free-standing insert (FSI) -

Co-op newspaper inserts

Coupon and promotion clearing

European and Canadian media operations

Sweepstakes/security consulting

In-store partnerships

China: minority interest in point-of-sale marketing company

Direct mail sampling/advertising

Loyalty marketing software

Internet-delivered promotions

Preprinted inserts

On-page newspaper advertising (ROP)

Newspaper polybag sampling/advertising

Door hanger sampling/advertising (Direct-to-Door)

Shared mail wrap

Targeted inserts

Saturation mail

List services

MailCoups/Mail Marketing Systems, Inc. (MMSI)

Neighborhood Targeted

Market Delivered

International, Digital

Media & Services

$480.5M

$401.2M

$177.1M

$1,406.8M

2007 Revenue

2007 Total Revenue

$2,465.6M

*Includes ADVO Jan & Feb

‘07 pre-acquisition revenue.

$208.5M

$187.3M

$ 89.5M

$706.7M

1H08 Revenue

1H08 Total Revenue

$1,192.0M

-0.4% vs. 1H07

The segments previously known as International and Services and Household Targeted were aggregated into one segment, International, Digital Media

and Services, due to their immateriality versus the remaining segments. Also as of Jan. 1, 2008, the ADVO Canada business previously accounted for in

the Shared Mail segment was merged into Valassis Canada and is now included in International, Digital Media and Services.  Prior

year pro forma

revenue has been reclassified here for comparison purposes.

+3.7% vs. 1H07

-5.5% vs. 1H07

-10.1% vs. 1H07

+3.6% vs. 1H07

5

®

Diversification -

2007

Revenue by Product

Revenue by Client

ADVO acquisition completes are long-term strategy to diversify customer base.

“Strategic Accounts”

and “Local Accounts”

Objective to have 4,000 new local customers in 2008

Clients

2006           2007

Consumer

Packaged

Goods

Total

17.9%

17.4%             

Consumer

Services

Total

9.4%

9.1%

Direct

Marketers

Total

6.8%

6.6%

Financial

Total

1.8%

3.0%

Food

Service

Total

13.7%

13.3%

Grocery

and

Drug

Total

17.6%

17.2%

Satellite

Total

2.0%

1.6%

Telecom

Total

7.3%

8.1%

Specialty

Retail

Total

15.0%

15.5%

Discount

Stores

Total

5.4%

5.4%

Other

Totals

3.2%

2.8%

Grand

Total

100%

100%

Products 2006 vs. 2007

(Pro Forma Revenue) 2006        2007    

Shared

Mail

Inserts

43.9%

53%

FSI

17.7%

19%

Neighborhood

Targeted

12.7%

21%

International

and

Services

4.5%

5%

Household

Targeted

2.4%

2%

Shared

Mail

Zone

Products

9.3%

In

’07,

moved

to

“Shared

Mail

Inserts”

category

ROP

4.7%

In

’07,

moved

to

“Neighborhood

Targeted”

category

Other

4.9%

In

’07,

moved

to

“Shared

Mail

Inserts”

6

®

We have relationships with more than 15,000 advertisers worldwide in various industries.

“Blue Chip”

Client Base

•

Combined 15,000 customers

•

Long-term customers; stable; biggest in the industry;

•

These logos represent strategic accounts

7

®

Second Half 2008 Strategy

•

Marketers need to move product and consumers seek

deals

–

Valassis products drive traffic and move product

–

We believe the current economic environment will have a more

permanent effect on consumer behavior

–

72%

of

consumers

are

using

more

coupons

1

–

Consumers are searching on “coupon”

44% more often than in

previous

years

2

•

Launch of Integrated Media Optimization facilitates

cross selling and gains audience with client

•

Increase share by cross selling and new client

acquisition

•

Successful cost management

1

Prospectiv Study, August 2008

2

Google Trends, September 2008 U.S. “Coupon”

search; July 2007 –

August 2008 vs. January 2004 vs. June 2007

•

Valassis

products drive traffic and move inventory

•

We believe this recession will have a more permanent affect on consumer behavior now and in the future

•

A new study finds that 72% of consumers are using more coupons than they did six months ago (Source: Prospectiv

Study,

August 2008)

•

Consumers are seeking more value-oriented content.  They are searching for coupons 44% more over the last year vs. the

previous three years (Source: Google Trends, September 2008 U.S.

“Coupon”

search; July 2007 –

August 2008 vs. January

2004 vs. June 2007)

8

®

Long-term Growth Strategy

•

Diversify and extend product portfolio

•

As newspaper circulation declines, migrate newspaper-

delivered content to Shared Mail and online

•

Value Proposition:

The only company to blend a one-of-a-

kind national shared mail network and newspaper

distribution

Execution = Long-term Profitable Revenue Growth

9

®

Cost Synergies Update

Paper

$ 4

$ 0

$ 0

Print

4

15

15

Media

2

2

5

Newspaper Alliances

0

3

7

Facility Consolidation

2

4

4

Data Center

0

0

4

SG&A

14

14

14

Total

$26

$38

$49

2007A

2008E

2009E

($ in millions)

A = Actual

E = Estimate

10

®

Why Invest in Valassis?

•

Consumer demand for value-oriented media

•

Value proposition

–

shared mail and newspaper blended solution

–

one-of-a-kind shared mail distribution

•

Cross-sell opportunity

–

extensive product portfolio

–

expansive client base

•

Sustainable, profitable revenue growth

–

long-term newspaper circulation declines = shift to shared mail (improved

margins)

•

Outperforming print media peers

•

Capital structure

•

Cash flow

•

Experienced, results-oriented management team

®

Appendix

12

®

Net Earnings to Adjusted EBITDA and Cash

Flow from Operations

1

($ in millions)

1

For reconciliation of non-GAAP measures see slide 17.

Three Months Ended

Six Months Ended

6/30/2008

6/30/2008

Net Earnings -

GAAP

7.3

$                  

19.7

$                  

plus:

Income

taxes

5.0

12.8

Interest and other expense, net

22.4

44.5

Depreciation and amortization

17.2

34.8

EBITDA

51.9

$                

111.8

$              

Stock-based compensation expense

(SFAS No. 123R)

2.0

3.4

Amortization of customer contract incentive

1.2

2.4

Restructuring costs

0.8

1.5

Adjusted EBITDA

55.9

$                

119.1

$              

Interest and other expense, net

(22.4)

(44.5)

Income taxes

(5.0)

(12.8)

Restructuring costs, cash

(0.8)

(1.5)

Changes in operating assets and liabilities

49.9

20.7

Cash Flow from Operations

77.6

$                

81.0

$                  

13

®

Capital Structure

($ in millions)

$191.8

Senior Secured Debt:

Senior Notes

$100.0

6-5/8%

1/15/2009

fixed rate

Senior Secured Credit Facility –

fixed portion

480.0

6.80%

3/31/2014

swaps expire 12/31/10

Senior

Secured

Credit

Facility

–

floating

portion

(1)

162.6                4.55%

(2)

3/31/2014 

LIBOR

+175

Senior Convertible Notes

.1

1-5/8%

5/22/2033

fixed rate

Senior

Secured

Revolving

Credit

Facility

–

$120mm

(3)

0.0

5.05%

(2)

3/31/2012

LIBOR

+225

Total Secured Debt

$742.7

Senior Unsecured Notes

540.0

8-1/4%

3/31/2015

fixed rate

Total Debt

$1,282.7

Total Net Debt

$1,090.9

Current Market Capitalization

$395.5

48.05 mm shares at 9/19/08

Total Capitalization

$1,486.4

As of

6/30/08

Rate

Due

Comments

closing price of $8.23

(1)

On

July

3,

2008,

we

applied

net

proceeds

of

$28.8

million

from

sale

and

leaseback

of

our

Windsor,

CT

locations

to

our

term

loan

portion

of

our

Senior

Secured

Credit

Facility,

as

required

by

our

Senior

Secured

Credit

Facility

(see

10-K

for

details).

(2) Based on three-month LIBOR as of 8/13/08 of 2.8% plus spread.

(3) $120 million (less approx. $11.2 million in letters of credit) is current available credit.

Cash

and

equivalents

(1)

14

®

Covenant Analysis

As of 6/30/08

Consolidated Senior Secured Leverage Ratio:

Senior Secured Debt

$742.7

Adjusted

EBITDA

(LTM)

(1)

$261.0

Covenant

Ratio

Level

(2)

4.00x

Consolidated Senior Secured Leverage Ratio

2.85x

Test

Pass

Covenant EBITDA Cushion %

28.9%

Consolidated Interest Coverage Ratio:

As of 6/30/08

Consolidated Interest Expense (LTM)

$92.8

Adjusted

EBITDA

(LTM)

(1)

$261.0

Covenant

Ratio

Level

(3)

1.60x

Consolidated Interest Coverage Ratio

2.81x

Test

Pass

Covenant EBITDA Cushion %

43.1%

(1) Calculated pursuant to the terms of the senior secured credit facility for the trailing twelve-month period ended March 31. 2008.  Adjusted EBITDA

under the senior secured credit facility is calculated differently than the Company’s publicly disclosed Adjusted EBITDA because the senior

secured credit facility definition does not permit certain adjustments the Company has included in its publicly disclosed Adjusted EBITDA.

(2) Ratio decreases to 3.75x on Dec. 31, 2008.

(3) Ratio increases to 1.75x on Dec. 31, 2008.

($ in millions)

15

®

Unique Value Proposition

Mail

Shared Mail

Loyalty Mail

Newspaper

Preprinted Inserts             

Run of Press                     

Polybag/Sampling              

Co-op FSI

Direct-to-Door

Internet

(Value-oriented Content)              

In Store

In Aisle

Perimeter                           

Point-of-Sale (POS)

Ad

Agencies

Large Metro

Newspapers

We

offer

the

only

industry

turnkey

solution

including

targeting,

media

optimization

and

placement, printing and back-end analytics.

Distribution Channel

•

No competitor has the product portfolio that rivals ours within the marketing services industry

•

We also have 2 major distribution channels (newspaper and shared

mail) and can supplement with in-store, internet and

direct-to-door

•

Also, vertically integrated and can do everything from targeting, media optimization and placement, printing and back-end

analytics.

•

We can also provide integrated solutions utilizing a variety of products, targeting levels and distribution methods to more

efficiently reach the consumer---The most complete solution.

•

Lots of upside in the segments we compete in. For example:

Run of press-$25 billion industry excluding classifieds-we place $250 million

Preprinted inserts-$13.7 billion industry –

we handle $260 million

Sampling -

$1.8 Billion industry –

we do $50 million

Direct mail -

$32.8 Billion –

we do $1.5 Billion with ADVO

•

Targeting

Media planning and promotional services

Response & ROI optimization

•

Portfolio

Multi-channel media

Breadth of products and formats

•

Scale

Largest customer of newspapers and the USPS

Coast-to-coast national reach with household level targeting

®

Strong Execution Dictates Success –

Elasticity Within Ad Recession

Sources:

Industry Ad Spend, TNS 2007

Valassis Revenue, Internal Tracking

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$160,000

1998

1999

2000

2001

2002

2003

2004

2005

2006

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

Industry Ad Spending Total (millions)

Valassis Revenue (millions)

2001 Ad Recession

Industry:  -3.2%

Valassis:  +1.0%

•

2000 vs. 2001 total industry is 3.2% decrease –

Valassis 1.0% increase.

•

Legacy Valassis 1.5% increase; legacy ADVO .7% increase

•

Studies on recessions from 1947 through 1985 reveal short-term and long-term effects when advertisers cut ad spending…

•

sales and profits dropped off at companies that cut back on advertising -

after the recession those companies

continued to fall behind the ones that maintained their ad spending levels.

•

companies that did not cut their budgets or chose to increase spending experienced significantly higher sales during

and after the 1981-82 recession

•

at the end of 1985, those companies that had maintained or increased their advertising during the recession enjoyed

an average sales growth of 275 percent over the preceding five years, while those that had decreased their advertising

had to settle for an average sales increase of only 19 percent

•

Increase market share (91-92 recession)…

•

a 1993 study among 127 brands showed that the brands that increased ad spending by an average of 7percent

enjoyed an average 1.1 percent increase in market share, while those that

•

reduced spending by 8 percent on average lost 1.6 percent of market share

•

A recession provides a prime opportunity for increasing your market share, so

•

monitor your market share, not just your sales volume. If you are aggressive when

•

your competitors are cutting back their ad spending, you may enjoy your greatest gain in market share.

•

Those who cut their budgets decrease their chances to improve their market share

•

for as many as five years after a recession.

17

®

We

define

adjusted

EBITDA

as

earnings

before

net

interest

and

other

expenses,

income

taxes,

depreciation,

amortization,

acquisition/litigation-related

expenses,

stock-based

compensation

expense

associated

with

SFAS

No.

123R,

amortization

of

a

customer

contract

incentive

and

other

non-cash

and

non-recurring

charges.

We

define

adjusted

free

cash

flow

as

net

earnings

plus

depreciation,

amortization,

stock-based

compensation

expense,

acquisition/litigation-related

expenses

and

other

non-cash

and

non-recurring

items,

less

capital

expenditures.

Adjusted

EBITDA

and

adjusted

free

cash

flow

are

non-GAAP

financial

measures

commonly

used

by

financial

analysts,

investors,

rating

agencies

and

other

interested

parties

in

evaluating

companies,

including

marketing

services

companies.

Accordingly,

management

believes

that

adjusted

EBITDA

and

adjusted

free

cash

flow

may

be

useful

in

assessing

our

operating

performance

and

our

ability

to

meet

our

debt

service

requirements.

In

addition,

adjusted

EBITDA

is

used

by

management

to

determine

our

operating

performance

and,

along

with

other

data,

as

internal

measures

for

setting

annual

operating

budgets,

assessing

financial

performance

of

numerous

business

segments

and

as

a

measurement

component

of

incentive

compensation.

However,

these

non-GAAP

financial

measures

have

limitations

as

analytical

tools

and

should

not

be

considered

in

isolation

from,

or

as

an

alternative

to,

operating

income,

cash

flow

or

other

income

or

cash

flow

data

prepared

in

accordance

with

GAAP.

Some

of

these

limitations

are:

•

adjusted

EBITDA

does

not

reflect

our

cash

expenditures

for

capital

equipment

or

other

contractual

commitments;

•

although

depreciation

and

amortization

are

non-cash

charges,

the

assets

being

depreciated

or

amortized

may

have

to

be

replaced

in

the

future,

and

adjusted

EBITDA

does

not

reflect

cash

capital

expenditure

requirements

for

such

replacements;

•

adjusted

EBITDA

does

not

reflect

changes

in,

or

cash

requirements

for,

our

working

capital

needs;

•

adjusted

EBITDA

does

not

reflect

the

significant

interest

expense

or

the

cash

requirements

necessary

to

service

interest

or

principal

payments

on

our

indebtedness;

•

adjusted

EBITDA

does

not

reflect

income

tax

expense

or

the

cash

necessary

to

pay

income

taxes;

•

adjusted

EBITDA

does

not

reflect

the

impact

of

earnings

or

charges

resulting

from

matters

we

consider

not

to

be

indicative

of

our

ongoing

operations;

•

adjusted

free

cash

flow

does

not

represent

our

residual

cash

flow

available

for

discretionary

expenditures

since

we

have

mandatory

debt

service

requirements

and

other

required

expenditures

that

are

not

deducted

from

adjusted

free

cash

flow;

•

adjusted

free

cash

flow

does

not

capture

debt

repayment

and/or

the

receipt

of

proceeds

from

the

issuance

of

debt;

and

•

other

companies,

including

companies

in

our

industry,

may

calculate

these

measures

differently

and

as

the

number

of

differences

in

the

way

two

different

companies

calculate

these

measures

increases,

the

degree

of

their

usefulness

as

a

comparative

measure

correspondingly

decreases.

Because

of

these

limitations,

adjusted

EBITDA

and

adjusted

free

cash

flow

should

not

be

considered

as

measures

of

discretionary

cash

available         

to

us

to

invest

in

the

growth

of

our

business

or

reduce

indebtedness.

We

compensate

for

these

limitations

by

relying

primarily

on

our

GAAP

results     

and

using

these

non-GAAP

financial

measures

only

as

a

supplement.

Reconciliation of Non-GAAP Measures