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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): SEPTEMBER 23, 1997
VALASSIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10991 38-2760940
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(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No)
of incorporation)
19975 Victor Parkway, Livonia, Michigan 48152
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 313-591-3000
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 23, 1997, Valassis Communications, Inc. (the
"Registrant") engaged Deloitte & Touche LLP, independent
certified public accountants ("Deloitte"), as the Registrant's
principal accountants to audit the Registrant's financial
statements for the year ending December 31, 1997. Such new
accounting firm was engaged in replacement of Ernst & Young LLP,
independent auditors ("Ernst & Young"), who had previously been
engaged for the same purpose, and whose dismissal was effective
the same date. The decision to change the Registrant's
accountants was approved by the Audit Committee of the
Registrant's Board of Directors, was ratified by the Registrant's
Board of Directors and was based on the Registrant's desire to
appoint a new independent auditor after its former majority
stockholder, Conpress International (Netherlands Antilles) N.V.,
(with whom Ernst & Young has had a long-standing working
relationship) sold all of its shares of common stock in the
Registrant. Such sale took place in July, 1997.
The reports of Ernst & Young on the Registrant's financial
statements for the past two fiscal years ended December 31, 1996
did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During the last two years ended December 31, 1996 and in the
subsequent interim period, there were no disagreements with Ernst
& Young on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure,
which disagreements if not resolved to the satisfaction of Ernst
& Young, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports.
The Registrant has provided Ernst & Young with a copy of the
disclosures made herein and has requested Ernst & Young to
furnish a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A
copy of this letter dated September 30, 1997 is filed as Exhibit
16.1 to this Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Letter of Ernst & Young LLP (Exhibit 16.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
VALASSIS COMMUNICATIONS, INC.
By: /s/ Robert L. Recchia
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Robert L. Recchia
Chief Financial Officer
Dated: September 30, 1997
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
1. Underwriting Agreement
[Not applicable]
2. Plan of acquisition, reorganization,
arrangement, liquidation or succession
[Not applicable]
4. Instruments defining the rights of
security holders, including indentures
[Not applicable]
16.1 Letter dated September 30, 1997 from
Ernst & Young LLP, the former
independent certified public accountant
for the Company
17. Letter re director resignation [Not
applicable]
20. Other documents or statements to
security holders [Not applicable]
23. Consents of experts and counsel [Not
applicable]
24. Power of attorney [Not applicable]
27. Financial Data Schedule [Not
applicable]
99. Additional Exhibits
None.
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EXHIBIT 16.1
September 30, 1997
EXHIBIT 16.1 TO FORM 8-K
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
We have read Item 4 of Form 8-K dated September 30, 1997, of Valassis
Communications, Inc. and are in agreement with the statements contained in
the second sentence of the first paragraph and the second, third and fourth
paragraphs on page 2 therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
/s/ Ernst & Young LLP
