UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
VALASSIS COMMUNICATIONS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
918866104
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 7, 1996
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).<PAGE>
SCHEDULE 13D
CUSIP No. 918866104
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 1,730,000
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 381,100
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 1,730,000
___________________________________________________
(10) Shared Dispositive Power
381,100
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,111,100
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
4.9%
_________________________________________________________________
14) Type of Reporting Person
I N
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 2,111,100 Shares. Of this
amount, 714,500 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $11,614,438; 658,600 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $10,708,108;
51,000 Shares were purchased by Omega Equity Partners, L.P., at a
cost of $876,654; 283,000 Shares were purchased by Omega Overseas
Partners, Ltd., at a cost of $4,601,783; 22,900 Shares were
purchased by Omega Overseas Partners II, Ltd., at a cost of
$373,129; and 381,100 Shares were purchased by the Managed Account
at a cost of $6,221,063. The source of funds for the purchase of
all such Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q filed with the Securities & Exchange Commission for the
quarter ended March 31, 1996, there were issued and outstanding as
of April 30, 1996 43,307,500 Shares of Common Stock. Omega Capital
Partners, L.P., owns 714,500 Shares, or 1.6% of those outstanding;
Omega Institutional Partners, L.P., owns 658,600 Shares, or 1.5% of
those outstanding; Omega Equity Partners, L.P., owns 51,000 Shares,
or 0.1% of those outstanding; Omega Overseas Partners, Ltd., owns
283,000 Shares, or 0.7% of those outstanding; Omega Overseas
Partners II, Ltd., owns 22,900 Shares, or 0.1% of those
outstanding; and the Managed Account owns 381,100 Shares, or 0.9%
of those outstanding.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Equity Partners, L.P., Omega Overseas Partners, Ltd., Omega
Overseas Partners II, Ltd., and the Managed Account in shares of
Common Stock within the 60 day period prior to this filing. All
such transactions were open market transactions.
SALES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
08/07/96 12,100 $17.25
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
08/07/96 24,900 $17.25
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
08/02/96 5,000 $18.00
08/05/96 400 17.75
08/07/96 17,500 17.25
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
08/07/96 12,500 $17.25
<PAGE>
Omega Overseas Partners II, Ltd.
Date of Amount of Price Per
Transaction Shares Share
08/07/96 6,000 $17.25
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
08/07/96 27,000 $17.25
PURCHASES:
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
06/06/86 300 $18.88
06/06/96 17,400 19.05
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 13, 1996
/s/ ALAN M. STARK
ALAN M. STARK on behalf of LEON G.
COOPERMAN, individually and as
managing partner of Omega Capital
Partners, L.P., Omega Institutional
Partners, L.P., and Omega Equity
Partners, L.P., and as President of
Omega Advisors, Inc. pursuant to
Power of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
