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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Valassis Communications, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
918866104
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(CUSIP Number)
Check the following box if a fee is being paid with this state ment. [ ] (A fee
is not required only if the filing 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).
*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 the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18
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of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of the section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 918866104
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1. Names of Reporting Persons / S.S. or I.R.S. Identification
Nos. of Above Persons Kerry F.B. Packer
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2. Check the Appropriate Row if a Member of a Group
(a)
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(b) X
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3. S.E.C. Use Only
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4. Citizenship or Place of Organization Australia
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Number (5) Sole Voting Power 0
of Shares ---------------------
Beneficially ---------------------------------------------------
Owned by (6) Shared Voting Powe 0
Each Reporting ---------------------
Person ---------------------------------------------------
With (7) Sole Dispositive Power 0
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(8) Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by
Each Reporting Person 0
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10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9) 0
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12. Type of Reporting Person IN
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Item 1(a) Name of Issuer:
Valassis Communications, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
19975 Victor Parkway
Livonia, Michigan 48152
Item 2(a) Name of Person Filing:
This statement is being filed by Kerry F.B. Packer, the indirect
beneficial owner of 0 shares of common stock, $.01 par value, of
Valassis Communications, Inc. Prior to a repurchase by the Issuer
of 1,026,200 of its shares of common stock on June 11, 1997 and
the sale of 20,173,800 shares of common stock of the Issuer
through a secondary offering on July 8, 1997, 21,200,000 shares
of the Issuer were held directly by Conpress International
(Netherlands Antilles) N.V., which is 100% indirectly owned by
Consolidated Press International Limited, which in turn is 100%
owned (54.3% directly and 45.7% indirectly) by Consolidated Press
Holdings Limited ("CPH"). CPH is 100% owned (52.35% directly and
47.65% indirectly) by Cairnton Holdings Pty Ltd, of which
Consolidated Press International Holdings Limited ("CPIHL") owns
99.2%. Mr. Packer is the indirect beneficial owner of CPIHL.
Item 2(b) Address of Principal Business Office:
54 - 58 Park Street
Sydney, NSW, Australia 2000
Item 2(c) Citizenship:
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Australia
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
918866104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under Section 15
of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section
3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8
of the Investment Company Act
(e) ( ) Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 'SS' 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with
'SS' 240.13d-1(b)(ii)(G)
(h) ( ) Group, in accordance with
'SS' 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
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If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: Not Applicable
(b) Percent of Class: Not Applicable
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Not Applicable
(ii) shared power to vote or to direct the vote:
Not Applicable
(iii) sole power to dispose or to direct the
disposition of: Not Applicable
(iv) shared power to dispose or to direct the dis
position of: Not Applicable
Item 5. Ownership of Five Percent or Less of a Class
If the statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [x].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
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Not Applicable
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: July 28, 1997
Signature: /s/ Kerry F.B. Packer
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Kerry F.B. Packer
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as........................'SS'
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