VALASSIS COMMUNICATIONS INC, S-3, 1997-06-06

VALASSIS COMMUNICATIONS INC
S-3, 1997-06-06
ADVERTISING

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1997.

REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

VALASSIS COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

<TABLE>
<S> <C>
DELAWARE 38-2760940
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

19975 VICTOR PARKWAY
LIVONIA, MICHIGAN 48152
(313) 591-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

BARRY P. HOFFMAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
19975 VICTOR PARKWAY
LIVONIA, MICHIGAN 48152
(313) 591-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------

COPIES TO:

<TABLE>
<S> <C> <C>
JOHN M. ALLEN, JR., ESQ. MARK THOMAN, ESQ. JONATHAN A. SCHAFFZIN, ESQ.
DEBEVOISE & PLIMPTON MCDERMOTT, WILL & EMERY CAHILL GORDON & REINDEL
875 THIRD AVENUE 50 ROCKEFELLER PLAZA 80 PINE STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10020 NEW YORK, NEW YORK 10005
(212) 909-6000 (212) 547-5400 (212) 701-3000
</TABLE>
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2)
<S> <C> <C> <C>
Common Stock ($.01 par value).................................. 14,950,000 $27.5625 $412,059,375

<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES REGISTRATION
TO BE REGISTERED FEE
<S> <C>
Common Stock ($.01 par value).................................. $124,866
</TABLE>

(1) Includes up to 1,950,000 shares the Underwriters may purchase to cover
over-allotments, if any.

(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 based on
the average trading price of the Common Stock on the New York Stock Exchange
on May 30, 1997 solely for purposes of calculating the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________

<PAGE>

<PAGE>
EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with an offering in the United States and Canada (the 'U.S.
Prospectus') and one to be used in a concurrent international offering outside
the United States and Canada (the 'International Prospectus'). The U.S.
Prospectus and the International Prospectus are identical except for the front
and back cover pages, the sections entitled 'Underwriting,' 'Certain United
States Tax Consequences to Non-U.S. Holders' (the section entitled 'Certain
United States Tax Consequences to Non-U.S. Holders' appears only in the
International Prospectus) and 'Available Information' and certain
cross-references relating thereto. The form of U.S. Prospectus is included
herein and is followed by those pages to be used in the International Prospectus
which differ from, or are in addition to, those in the U.S. Prospectus. Each of
the alternate pages for the International Prospectus included herein is labeled
'Alternate Page for International Prospectus.'

<PAGE>

SUBJECT TO COMPLETION, DATED JUNE 6, 1997

13,000,000 SHARES
[LOGO]

COMMON STOCK

-------------------------

All of the 13,000,000 shares (the 'Shares') of Common Stock of Valassis
Communications, Inc. ('Valassis' or the 'Company') offered hereby are being sold
by Conpress International (Netherlands Antilles) N.V., a Netherlands Antilles
private limited liability company (the 'Selling Stockholder'). See 'Principal
and Selling Stockholders.' The Company will not receive any of the proceeds from
the sale of Shares by the Selling Stockholder. Of the 13,000,000 Shares being
offered hereby, 9,750,000 shares are being offered in the United States and
Canada (the 'U.S. Offering') by the U.S. Underwriters and 3,250,000 shares are
being offered outside the United States and Canada (the 'International Offering'
and, together with the U.S. Offering, the 'Offerings') by the International
Managers. The price to public and the underwriting discount per share are
identical for both Offerings and the closings of both Offerings are conditioned
upon one another. See 'Underwriting.'

Following the Offerings, the Selling Stockholder is expected to own
approximately 17.9% of the Company's outstanding shares of Common Stock (or, if
the Underwriters' over-allotment options are exercised in full, approximately
13.0% of the Company's outstanding shares of Common Stock).

The Common Stock of the Company is traded on the New York Stock Exchange
('NYSE') under the symbol 'VCI.' On June 5, 1997, the last reported sale price
of the Common Stock on the NYSE was $27 1/2 per share. See 'Price Range of
Common Stock and Dividend Policy.'

SEE 'RISK FACTORS' BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO SELLING
PRICE TO PUBLIC DISCOUNT(1) STOCKHOLDER(2)
<S> <C> <C> <C>
Per Share............................................ $ $ $
Total(3)............................................. $ $ $
</TABLE>

(1) The Company and the Selling Stockholder have agreed to indemnify the U.S.
Underwriters and the International Managers (collectively, the
'Underwriters') against certain liabilities, including liabilities under the
Securities Act of 1933. See 'Underwriting.'
(2) Excludes estimated expenses of $ payable by the Selling
Stockholder and $ payable by the Company.
(3) The Selling Stockholder has granted to the U.S. Underwriters and the
International Managers 30-day options to purchase an aggregate of 1,462,500
and 487,500 additional shares of Common Stock, respectively, solely to cover
over-allotments, if any. If all such additional shares are purchased, the
total Price to Public, Underwriting Discount and Proceeds to Selling
Stockholder will be $ , $ and $ , respectively. See
'Underwriting.'
------------------------
The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them, and subject to the approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of Shares will be made in New York, New York, on or about
, 1997.
------------------------
MERRILL LYNCH & CO. MORGAN STANLEY DEAN WITTER

BEAR, STEARNS & CO. INC. DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
------------------------
The date of this Prospectus is , 1997.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

[Company logo and photos of coupons]

Certain persons participating in the Offerings may engage in transactions
that stabilize, maintain or otherwise affect the price of the Common Stock. Such
transactions may include stabilizing, the purchase of Common Stock to cover
syndicate short positions and the imposition of penalty bids. For a description
of these activities, see 'Underwriting.'

<PAGE>

<PAGE>
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, including 'Risk Factors' and the consolidated financial statements
and notes thereto, appearing elsewhere in this Prospectus or incorporated by
reference herein. Unless the context otherwise indicates, references in this
Prospectus to the 'Company' or 'Valassis' are to Valassis Communications, Inc.
and its subsidiaries. Unless otherwise indicated, the information contained in
this Prospectus assumes no exercise of the Underwriters' over-allotment options.

THE COMPANY

GENERAL

Valassis is a leading print media company in the consumer promotion
industry. The Company generates most of its revenues by printing and publishing
cents-off coupons and other consumer purchase incentives primarily for package
goods manufacturers. Package goods manufacturers use cents-off coupons to
increase market share, build brand equity, attract new users and promote new
products. The Company is one of the United States' largest printers and
publishers of these coupons.

Most of the consumer purchase incentives published by the Company are
featured in multi-participant (referred to in the industry as 'cooperative')
free-standing inserts ('FSIs') which are four-color promotional booklets printed
at the three facilities owned by the Company. On 46 publishing dates in 1996,
the Company's cooperative FSIs were inserted in the Sunday edition of over 400
newspapers with a combined average paid circulation of approximately 56.5
million.

Manufacturers issued a reported 306 billion cents-off coupons during 1996,
between 80% to 90% of which were distributed using FSIs. The Company printed and
published approximately 76.1 billion cooperative FSI pages, or over 46% of the
Company-estimated 165 billion cooperative FSI pages printed and distributed
nationally during 1996. Cooperative FSI sales during the year ended December 31,
1996 and the first quarter of 1997 were $504.1 million and $141.4 million, or
approximately 76.5% and 74.4%, respectively, of the Company's total revenues.

The Company's Valassis Impact Promotions ('VIP') division was established
in 1989 in response to growing customer demand for solo customized promotions.
VIP offers customized design, printing and distribution services primarily for
solo promotional programs. The division specializes in producing turnkey
promotions for franchise and retail marketers, such as fast food chains,
allowing orders to be placed on a national, regional or local basis. VIP sales
during the year ended December 31, 1996 and the first quarter of 1997 were $89.4
million and $25.2 million, or approximately 13.6% and 13.3%, respectively, of
the Company's total revenues.

In addition to its FSI and VIP divisions, the Company arranges for the
publication of its customers' consumer promotions directly on the pages of
newspapers through its run-of-press ('ROP') division, which has the capacity to
place promotions in major newspapers throughout the United States. ROP sales
during the year ended December 31, 1996 and the first quarter of 1997 were $25.5
million and $10.7 million, or approximately 3.9% and 5.6%, respectively, of the
Company's total revenues. The Company further expanded its product line in 1994
by introducing newspaper-delivered sampling products, giving manufacturers the
ability to reach up to 50 million households in one day. Valassis's sampling
sales during the year ended December 31, 1996 and the first quarter of 1997 were
$14.3 million and $5.8 million, or approximately 2.2% and 3.0%, respectively, of
the Company's total revenues.

The Company had total revenues and net earnings of $659.1 million and $42.9
million, respectively, in 1996. Total revenues in the first three months of 1997
were $190.0 million, compared to $180.5 million in the first three months of
1996. Net earnings in the first quarter of 1997 were $22.3 million, versus $10.5
million for the same period in 1996.

<PAGE>

<PAGE>
BUSINESS STRATEGY

The Company's strategy is to capitalize on the strong cash flow
characteristics of its core FSI division and to maintain stable growth in
profitability in that division. In order to accomplish the foregoing, the
Company's strategy is to improve pricing of its FSI product and to continue its
commitment to minimize costs through the use of computerized information systems
and state-of-the-art production facilities, while providing high levels of
product quality and customer service. The Company seeks to leverage its
expertise in consumer promotion to develop further its growing VIP and sampling
product lines. The Company will continue to develop and offer to its customers
other products and services which complement its FSI expertise.

The Company has entered into strategic acquisitions in the past in order to
increase or protect market share, enter new markets for its traditional business
lines or facilitate development of new product lines. The Company anticipates
that it will continue to investigate opportunities for strategic acquisitions
which management believes will enhance stockholder value.

BACKGROUND OF THE COMPANY

The Company is the successor to a business founded in 1970 and operated
under the names George F. Valassis & Company and GFV Communications, Inc. In
December 1986, the assets of this business were acquired by Valassis Inserts,
Inc. ('Valassis Inserts'), a corporation indirectly owned by Consolidated Press
Holdings Limited ('CPH'), an affiliate of the Selling Stockholder. In March
1992, the Company, which was the direct parent of Valassis Inserts, sold
22,100,000 shares of Common Stock to the public. In March 1993, Valassis Inserts
was merged into its corporate parent, the Company.

The Company's principal executive offices are located at 19975 Victor
Parkway, Livonia, Michigan 48152, and its telephone number is (313) 591-3000.

THE SELLING STOCKHOLDER AND RELATED TRANSACTIONS

With the completion of the Company's initial public offering in March 1992,
CPH's indirect ownership of the Company was reduced to 49%. During 1996, the
Company's Board of Directors authorized the repurchase of up to 5,000,000 shares
of Common Stock. In connection with the Company's share repurchase program and
as approved by the stockholders of the Company at its 1996 Annual Meeting of
Stockholders, the Company entered into an agreement (the 'Option Agreement'),
pursuant to which the Selling Stockholder has the option to sell to the Company
a number of shares of Common Stock up to the number of shares purchased by the
Company on the open market in any given month at a price equal to the average
price paid by the Company to the other stockholders during such month. During
1996, the Company repurchased 1,330,800 shares of Common Stock, but no
repurchase options were exercised under the Option Agreement and such options
have expired pursuant to the terms thereof. Through May 31, 1997, the Company
repurchased an additional 1,026,200 shares of Common Stock at an average price
of $20.83 per share, and the repurchase options under the Option Agreement
related to such open market purchases were exercised in full. Following the
Offerings and after giving effect to such share repurchases, the Selling
Stockholder will own 7,173,800 shares of Common Stock, or approximately 17.9% of
the Company's outstanding shares of Common Stock (5,223,800 shares or
approximately 13.0% of the Company's outstanding shares of Common Stock if the
Underwriters' over-allotment options are exercised in full). See
'Capitalization,' 'Principal and Selling Stockholders' and 'Underwriting.'

Conditioned on the consummation of the Offerings, the Selling Stockholder
has agreed to pay, or cause one of its affiliates (other than the Company) to
pay, a special cash bonus in the aggregate amount of 1.5% of the gross proceeds
of the Offerings, of which not more than 50% of such amount shall, at the
discretion of David A. Brandon, the Company's Chief Executive Officer, be
allocated to Mr. Brandon,

<PAGE>

<PAGE>
and the balance shall be allocated by Mr. Brandon among other employees of the
Company. In the event of any future sales by the Selling Stockholder of its
shares of Common Stock, the Selling Stockholder has agreed to the same special
cash bonus arrangement.

After the consummation of the Offerings, Graham A. Cubbin and James D.
Packer (both of whom are affiliated with the Selling Stockholder) intend to
resign from the Company's Board of Directors, and Brian M. Powers, Chief
Executive Officer of CPH, intends to resign as Chairman of the Company's Board
of Directors but remain as a director of the Company. It is expected that David
A. Brandon will be appointed Chairman of the Board of Directors.

THE OFFERINGS

<TABLE>
<S> <C>
Common Stock offered by the Selling Stockholder:
U.S. Offering................................................ 9,750,000 shares
International Offering....................................... 3,250,000 shares
Total................................................... 13,000,000 shares
Common Stock to be outstanding after the Offerings................ 40,108,867 shares(1)(2)
Common Stock to be owned by the Selling Stockholder after the
Offerings....................................................... 7,173,800 shares(2)(3)
Use of Proceeds................................................... The Company will not receive any proceeds
from the sale of Shares offered hereby. See
'Use of Proceeds.'
New York Stock Exchange symbol.................................... VCI
</TABLE>

- ------------

(1) Excludes approximately 2,993,814 shares of Common Stock subject to
outstanding options granted by the Company under certain stock option plans,
of which 2,598,498 were exercisable as of April 30, 1997.

(2) After giving effect to the repurchase of 1,026,200 shares of Common Stock
from the Selling Stockholder or its affiliates (other than the Company) by
the Company pursuant to the Option Agreement. See 'Principal and Selling
Stockholders.'

(3) Assumes that the over-allotment options in an aggregate amount of 1,950,000
shares granted to the Underwriters are not exercised. If such over-allotment
options are exercised in full, the Selling Stockholder will own 5,223,800
shares of Common Stock after the Offerings.

<PAGE>

<PAGE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth summary consolidated financial information
of the Company for the periods indicated below. In July 1994, the Company
elected to change its year-end from June 30 to December 31, resulting in a
six-month transitional period ended December 31, 1994. The summary consolidated
financial information is derived from the Company's consolidated financial
statements and notes thereto. Information for the three months ended March 31,
1997 and 1996 is derived from unaudited interim financial statements which
reflect, in the opinion of the Company, all adjustments, which include only
normal recurring adjustments, necessary for a fair presentation of the financial
data for such periods. Results for interim periods are not necessarily
indicative of results for the full year. This table should be read in
conjunction with the Company's consolidated financial statements and notes
thereto which have been incorporated herein by reference. See 'Management's
Discussion and Analysis of Financial Condition and Results of Operations.'
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED SIX MONTHS
MARCH 31, DECEMBER 31, ENDED
-------------------- -------------------------- DECEMBER 31,
1997 1996 1996 1995 1994
--------- --------- ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................. $ 189,959 $ 180,533 $ 659,108 $ 613,752 $ 279,034
Earnings before
extraordinary loss...... 22,298 10,460 42,902 9,574 1,923
Net earnings per share
before extraordinary
loss.................... $ .53 $ .24 $ 1.00 $ .22 $ .04
Weighted average common
and common equivalent
shares.................. 41,870 43,304 42,889 43,302 43,300
OTHER DATA:
Operating earnings(2)..... $ 46,763 $ 27,723 $ 110,677 $ 63,065 $ 23,695
Depreciation and
amortization............ 4,332 4,018 15,198 18,984 9,722
Capital expenditures...... 5,786 1,575 7,104 6,530 9,173
BALANCE SHEET DATA (AT END OF
PERIOD):
Total assets.............. $ 267,976 $ 252,939 $ 273,734 $ 258,932 $ 234,330
Total debt................ 384,483 408,066 403,155 416,034 417,927
Total stockholders'
deficit................. (291,274) (298,767) (286,594) (309,274) (319,032)

<CAPTION>
YEAR ENDED
JUNE 30,
------------------------------
1994 1993 1992(1)
--------- --------- ---------

<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues..................$ 542,609 $ 661,378 $ 684,029
Earnings before
extraordinary loss...... 5,173 81,934 74,416
Net earnings per share
before extraordinary
loss....................$ .12 $ 1.89 $ 1.62
Weighted average common
and common equivalent
shares.................. 43,300 43,300 43,300
OTHER DATA:
Operating earnings(2).....$ 36,590 $ 175,087 $ 165,244
Depreciation and
amortization............ 23,959 25,384 35,654
Capital expenditures...... 4,069 4,039 4,192
BALANCE SHEET DATA (AT END OF
PERIOD):
Total assets..............$ 239,709 $ 275,165 $ 292,718
Total debt................ 419,000 418,741 493,481
Total stockholders'
deficit................. (316,779) (321,952) (385,700)
</TABLE>

- ------------

(1) Net earnings per share before extraordinary loss and weighted average common
and common equivalent shares for the fiscal year ended June 30, 1992 give
effect to the concurrent consummation, in March 1992, of (i) the Company's
public offerings of 22,100,000 shares of Common Stock, $150 million
aggregate principal amount of 8 3/8% Senior Notes Due 1997, $120 million
aggregate principal amount of 8 7/8% Senior Notes Due 1999 and $150 million
aggregate principal amount of 9 3/8% Senior Subordinated Notes Due 1999, and
(ii) the Company's then-existing senior secured bank credit facility, and
the application of the proceeds therefrom, as if such transactions had
occurred at the beginning of the period presented.

(2) Operating earnings represent earnings from continuing operations before
interest expense and income taxes. Operating earnings include
write-downs/sale of business of $16,870 in the year ended December 31, 1995
and minority income of $12, $1,374, $262 and $43 for the years ended
December 31, 1996 and 1995, the six months ended December 31, 1994, and the
three months ended March 31, 1996, respectively, and minority loss of $10
for the three months ended March 31, 1997.

RISK FACTORS

Prior to making an investment, prospective purchasers of the Shares should
consider carefully the specific risk factors set forth under 'Risk Factors,' as
well as the other information set forth or incorporated by reference in this
Prospectus.

<PAGE>

<PAGE>
FORWARD-LOOKING STATEMENTS

The forward-looking statements contained in this Prospectus constitute
'forward-looking statements' within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve unknown
risks and uncertainties, other factors which may cause the actual results,
performance or achievements of the Company 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: a
new competitor in the Company's core FSI business and subsequent price
competition; an increase in the Company's paper costs; new technology that
would make FSIs less attractive; a shift in customer preference for
different promotional materials, promotional strategies, or coupon delivery
modes; or general business and economic conditions.

RISK FACTORS

Prospective investors should consider carefully the following risk factors,
together with the other information set forth or incorporated by reference in
this Prospectus before purchasing the Common Stock offered hereby.

COMPETITION

The Company currently competes in the cooperative FSI business principally
with News America FSI, Inc., a company controlled by The News Corporation
Limited. This competitor has substantially greater financial resources than
those of the Company. If existing competitors attempted to significantly
increase market share or other competitors were to enter the market, management
believes that such competitors would be forced to compete with the Company
primarily on the basis of price. In addition, if more FSI programs were
published as a result, the number of pages per FSI program published by the
Company could decrease from current levels causing an increase in the Company's
cost and the average price per page paid by customers could decrease. A decrease
in the number of pages per FSI program and the average price per page could have
a material adverse effect on the Company's financial performance. Several times
in the past, new competitors have attempted to establish themselves in the FSI
market. In some instances, this has resulted in periods of intense price
competition. Future competition could have a similar negative impact on the
Company's financial performance. The Company also experiences competition with
respect to its VIP and ROP divisions. See 'Management's Discussion and Analysis
of Financial Condition and Results of Operations' and 'Business -- Competition.'

Although management believes that cooperative FSIs are currently the most
efficient means of distributing coupons to the public, the Company competes with
other media for the promotion and marketing dollars of its customers. It is
possible that alternative media or changes in promotional strategies could make
FSIs less attractive to the Company's customers or could cause a shift in their
preference to different promotional materials or coupon delivery modes.

COST OF PAPER

Paper constitutes one of the Company's primary cost components. In the last
two years, the Company's paper prices have experienced dramatic fluctuations,
increasing nearly 70% in 1995 before returning in 1997 to levels approximating
those in 1994. The Company has very limited ability to protect itself from such
fluctuations or to pass increased costs along to its customers. The Company
maintains on average less than 30 days of paper inventory. Significant increases
in the cost of paper could have a material adverse effect on the Company's
financial performance.

PRINCIPAL STOCKHOLDER

After the Offerings, the Selling Stockholder will own approximately 17.9%
of the outstanding Common Stock (approximately 13.0% if the Underwriters'
over-allotment options are exercised in full) and will, therefore, retain the
effective power to influence the Company's corporate policies. See

<PAGE>

<PAGE>
'Principal and Selling Stockholders' and 'Description of Common Stock.' After
the consummation of the Offerings, Graham A. Cubbin and James D. Packer (both of
whom are affiliated with the Selling Stockholder) intend to resign from the
Company's Board of Directors, and Brian M. Powers, Chief Executive Officer of
CPH, intends to resign as Chairman of the Company's Board of Directors but
remain as a director of the Company.

SHARES ELIGIBLE FOR FUTURE SALE; FUTURE SALES BY SELLING STOCKHOLDER

No prediction can be made as to the effect that future sales of shares, or
the availability of shares for future sale, will have on the market price of the
Common Stock prevailing from time to time. Sales of substantial amounts of
Common Stock (including shares issued upon the exercise of stock options), or
the perception that such sales could occur, could adversely affect prevailing
market prices for the Common Stock.

All of the shares of Common Stock sold in the Offerings (including shares,
if any, sold if the Underwriters' over-allotment options are exercised) may be
freely traded without restriction under the Securities Act of 1933, as amended
(the 'Securities Act'), except for any shares purchased or held by an
'affiliate' of the Company, as that term is defined under Rule 144 promulgated
under the Securities Act. In addition to the Shares sold in the Offerings,
913,342 shares issuable upon the exercise of options (of which options covering
548,026 shares were exercisable as of April 30, 1997) will be eligible for sale
by holders without restrictions under the Securities Act. In addition, 2,080,472
shares issuable upon the exercise of options (of which options covering
2,050,472 shares will be exercisable immediately following the Offerings) will
be subject to the volume and manner of sale restrictions contained in Rule 144
unless sold pursuant to an effective registration under the Securities Act and
the sale restrictions imposed under the Purchase Agreements described in 'Shares
Eligible for Future Sale.' In addition, the remaining 7,173,800 shares held by
the Selling Stockholder (assuming no exercise of the Underwriters'
over-allotment options) will also be subject to the volume and manner of sale
restrictions contained in Rule 144 unless sold pursuant to an effective
registration under the Securities Act. The Selling Stockholder has been granted
certain registration rights in connection with the Offerings, pursuant to which
some or all of the Selling Stockholder's shares of Common Stock owned following
the Offerings may be registered for resale on the open market. See 'Principal
and Selling Stockholders.'

<PAGE>

<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is traded on the NYSE under the symbol 'VCI.'
The following table sets forth the high and low reported sale prices for the
Common Stock as quoted by the NYSE for the periods indicated.

<TABLE>
<CAPTION>
CALENDAR PERIOD LOW HIGH
- -------------------------------------------------------------------------------------- --- ---

<S> <C> <C>
1995
First Quarter.................................................................... $14 1/2 $18 5/8
Second Quarter................................................................... 16 1/8 18 1/2
Third Quarter.................................................................... 14 17 1/4
Fourth Quarter................................................................... 13 5/8 17 7/8
1996
First Quarter.................................................................... $15 1/2 $17 5/8
Second Quarter................................................................... 14 5/8 19 3/8
Third Quarter.................................................................... 14 7/8 18 3/8
Fourth Quarter................................................................... 14 5/8 21 1/8
1997
First Quarter.................................................................... $18 1/4 $23
Second Quarter (through June 5, 1997)............................................ 21 1/8 27 7/8
</TABLE>

The last reported sale price for the Common Stock on the NYSE on June 5,
1997 was $27 1/2 per share. As of June 3, 1997, there were approximately 340
holders of record of Common Stock.

During 1996, the Company's Board of Directors authorized the repurchase of
up to 5,000,000 shares of Common Stock. Since that time, the Company has
repurchased or committed to repurchase 3,383,200 shares of Common Stock. See
'Principal and Selling Stockholders -- Certain Transactions and Relationships.'

The Company suspended its policy of paying cash dividends on its Common
Stock in 1993. The terms of certain debt instruments (including the Company's
credit facility and the indentures related to certain of its public debt
securities) restrict the payment of dividends. The declaration and timing of any
dividends in the future will be determined by the Company's Board of Directors,
based on its results of operations, financial condition, cash requirements,
certain corporate law requirements, applicable restrictive covenants and other
factors.

<PAGE>

<PAGE>
USE OF PROCEEDS

All of the Shares offered hereby are being offered by the Selling
Stockholder. The Company will receive no proceeds from the Offerings.

CAPITALIZATION

The following table sets forth the capitalization of the Company and its
subsidiaries at March 31, 1997 as derived from the Company's unaudited interim
financial statements. This table should be read in conjunction with the
Company's consolidated financial statements and notes thereto which have been
incorporated herein by reference.

<TABLE>
<CAPTION>
MARCH 31, 1997
----------------------
(DOLLARS IN THOUSANDS)

<S> <C>
CASH AND CASH EQUIVALENTS........................................................ $ 60,901
------------
------------
SHORT-TERM DEBT.................................................................. --

LONG-TERM DEBT
Credit Facility(1).......................................................... --
8 7/8% Senior Notes Due 1999................................................ $ 6,142
9 3/8% Senior Subordinated Notes Due 1999................................... 123,457
9.55% Senior Notes Due 2003................................................. 254,884
------------
Total long-term debt................................................... 384,483
------------
STOCKHOLDERS' DEFICIT
Common Stock, par value $.01; 100,000,000 shares authorized; 41,452,342
shares outstanding at March 31, 1997...................................... 435
Additional paid-in capital.................................................. 42,891
Accumulated deficit......................................................... (284,257)
Less cost of treasury stock at cost (2,037,200 shares at March 31, 1997).... (35,873)
Common Stock repurchase commitment(2)....................................... (14,323)
Foreign currency translation adjustment..................................... (147)
------------
Total stockholders' deficit............................................ (291,274)
------------
Total capitalization.............................................. $ 93,209
------------
------------
</TABLE>

- ------------

(1) The Company has the ability, subject to certain limitations, to borrow an
aggregate amount of up to $40,000 under the Company's existing credit
facility for general corporate purposes. See 'Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources.'

(2) Represents amounts payable to the Selling Stockholder or its affiliates
(other than the Company) pursuant to repurchase options exercised under the
Option Agreement through March 31, 1997. As of June 1, 1997, the Common
Stock repurchase commitment under the Option Agreement was $21,376. See
'Principal and Selling Stockholders -- Certain Transactions and
Relationships.'

<PAGE>

<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected consolidated financial information
of the Company for the periods indicated below. In July 1994, the Company
elected to change its year-end from June 30 to December 31, resulting in a
six-month transitional period ended December 31, 1994. The selected consolidated
financial information is derived from the Company's consolidated financial
statements and notes thereto. Information for the three months ended March 31,
1997 and 1996 is derived from unaudited interim financial statements which
reflect, in the opinion of the Company, all adjustments, which include only
normal recurring adjustments, necessary for a fair presentation of the financial
data for such periods. Results for interim periods are not necessarily
indicative of results for the full year. This table should be read in
conjunction with the Company's consolidated financial statements and notes
thereto which have been incorporated herein by reference. See 'Management's
Discussion and Analysis of Financial Condition and Results of Operations.'
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED SIX MONTHS
MARCH 31, DECEMBER 31, ENDED
-------------------- -------------------------- DECEMBER 31,
1997 1996 1996 1995 1994
--------- --------- ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Net sales............. $ 189,307 $ 179,996 $ 656,602 $ 609,969 $ 277,944
Other................. 652 537 2,506 3,783 1,090
--------- --------- ------------ ------------ ------------
189,959 180,533 659,108 613,752 279,034
Costs and expenses:
Cost of products
sold................ 123,607 134,290 473,123 466,120 223,456
Selling, general and
administrative...... 17,035 16,496 67,139 59,445 27,473
Amortization of
intangible assets... 2,544 2,067 8,181 9,626 4,672
Interest.............. 10,099 10,263 39,625 40,451 19,623
Minority interests.... 10 (43) (12) (1,374) (262)
Write-downs/sale of
business(2)......... -- -- -- 16,870 --
--------- --------- ------------ ------------ ------------
153,295 163,073 588,056 591,138 274,962
Earnings (loss) before
income taxes and
extraordinary
loss................ 36,664 17,460 71,052 22,614 4,072
Income taxes.......... 14,366 7,000 28,150 13,040 2,149
--------- --------- ------------ ------------ ------------
Earnings before
extraordinary loss...... 22,298 10,460 42,902 9,574 1,923
Extraordinary loss(3).. -- -- -- -- (4,176)
--------- --------- ------------ ------------ ------------
Net earnings (loss)....... $ 22,298 $ 10,460 $ 42,902 $ 9,574 $ (2,253)
--------- --------- ------------ ------------ ------------
--------- --------- ------------ ------------ ------------
Net earnings per share
before extraordinary
loss.................... $ .53 $ .24 $ 1.00 $ .22 $ .04
Net earnings (loss) per
share................... .53 .24 1.00 .22 (.05)
OTHER DATA:
Operating earnings(4)..... $ 46,763 $ 27,723 $ 110,677 $ 63,065 $ 23,695
Depreciation and
amortization............ 4,332 4,018 15,198 18,984 9,722
Capital expenditures...... 5,786 1,575 7,104 6,530 9,173
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital........... $ (1,102) $ 11,084 $ 16,361 $ 6,281 $ (21,377)
Total assets.............. 267,976 252,939 273,734 258,932 234,330
Total debt................ 384,483 408,066 403,155 416,034 417,927
Total stockholders'
deficit................. (291,274) (298,767) (286,594) (309,274) (319,032)

<CAPTION>
YEAR ENDED
JUNE 30,
-------------------------------
1994 1993 1992(1)
---------- --------- ---------

<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Net sales.............$ 539,737 $ 660,167 $ 669,292
Other................. 2,872 1,211 14,737
---------- --------- ---------
542,609 661,378 684,029
Costs and expenses:
Cost of products
sold................ 432,492 427,187 428,873
Selling, general and
administrative...... 62,625 48,334 70,497
Amortization of
intangible assets... 10,902 10,770 19,415
Interest.............. 38,217 39,907 37,728
Minority interests.... -- -- --
Writedowns/sale of
business(2)......... -- -- --
---------- --------- ---------
544,236 526,198 556,513
Earnings (loss) before
income taxes and
extraordinary
loss................ (1,627) 135,180 127,516
Income taxes.......... (6,800) 53,246 53,100
---------- --------- ---------
Earnings before
extraordinary loss...... 5,173 81,934 74,416
Extraordinary loss
(net of tax benefit
of $2,694)(3)....... -- -- --
---------- --------- ---------
Net earnings (loss).......$ 5,173 $ 81,934 $ 74,416
---------- --------- ---------
---------- --------- ---------
Net earnings per share
before extraordinary
loss....................$ .12 $ 1.89 $ 1.62
Net earnings (loss) per
share................... .12 1.89 --
OTHER DATA:
Operating earnings(4).....$ 36,590 $ 175,087 $ 165,244
Depreciation and
amortization............ 23,959 25,384 35,654
Capital expenditures...... 4,069 4,039 4,192
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital...........$ (15,309) $(55,675) $ (99,696)
Total assets.............. 239,709 275,165 292,718
Total debt................ 419,000 418,741 493,481
Total stockholders'
deficit................. (316,779) (321,952) (385,700)
</TABLE>

- ------------

(1) Net earnings per share before extraordinary loss for the fiscal year ended
June 30, 1992 gives effect to the concurrent consummation, in March 1992, of
(i) the Company's public offerings of 22,100,000 shares of Common Stock,
$150 million aggregate principal amount of 8 3/8% Senior Notes Due 1997,
$120 million aggregate principal amount of 8 7/8% Senior Notes Due 1999 and
$150 million aggregate principal amount of 9 3/8% Senior Subordinated Notes
Due 1999, and (ii) the Company's then-existing senior secured bank credit
facility, and the application of the proceeds therefrom, as if such
transactions had occurred at the beginning of the period presented.

(2) Write-downs/sale of business represents the aggregate pre-tax loss
resulting from the sale of Valcheck (as defined), the discontinuation of the
Company's in-store electronic sign network and the writedown of the goodwill
recorded as a result of the purchase of Valassis of Canada in
accordance with FAS 121 -- Impairment of Long-Lived Assets, all during 1995.

(3) Extraordinary loss represents the loss, net of applicable income tax
benefit of $2,694, resulting from the retirement through acquisition by
tender offer of $256.6 million in debt of the Company in November 1994.

(4) Operating earnings represent earnings from continuing operations before
interest expense and income taxes. Operating earnings include
write-downs/sale of business of $16,870 in the year ended December 31, 1995
and minority income of $12, $1,374, $262 and $43 for the years ended
December 31, 1996 and 1995, the six months ended December 31, 1994, and the
three months ended March 31, 1996, respectively, and minority loss of $10
for the three months ended March 31, 1997.

<PAGE>

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Certain statements under the caption 'Management's Discussion and Analysis
of Financial Condition and Results of Operations' 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 the Company 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: a
new competitor in the Company's core FSI business and consequent price
competition; an increase in the Company's paper costs; new technology that
would make FSIs less attractive; a shift in customer preference for different
promotional materials, promotional strategies or coupon delivery modes; or
general business and economic conditions.

GENERAL

The Company derives revenues primarily from the sale of space in
promotional materials printed on the Company's printing presses. The Company's
prime cost components include paper, payments to newspapers for insertion of
promotional materials (media), printing costs (including labor) and shipping.

As a result of the acquisition of the Company by an affiliate of CPH in
1986, the Company incurred approximately $332.0 million in debt. The acquisition
included significant amounts of tangible and intangible assets. As a
consequence, the Company's results of operations include a significant level of
noncash expenses related to the amortization of intangible assets, including
goodwill.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated, certain income
and expense items from continuing operations and the percentages that such items
bear to revenues.

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31,
-------------------------------------- ----------------------------------------------------------
1997 1996 1996 1995 1994
------------------ ------------------ ------------------ ------------------ ------------------
% OF % OF % OF % OF % OF
ACTUAL REVENUES ACTUAL REVENUES ACTUAL REVENUES ACTUAL REVENUES ACTUAL REVENUES
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
(UNAUDITED) (DOLLARS IN MILLIONS) (UNAUDITED)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FSI sales..................... $141.4 74.4% $145.2 80.5% $504.1 76.5% $480.7 78.3% $446.3 79.3%
VIP sales..................... 25.2 13.3% 18.6 10.3% 89.4 13.6% 76.8 12.5% 61.7 11.0%
ROP sales..................... 10.7 5.6% 3.8 2.1% 25.5 3.9% 19.4 3.2% 38.3 6.8%
Other......................... 12.7 6.7% 12.9 7.1% 40.1 6.0% 36.9 6.0% 16.5 2.9%
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Revenues...................... 190.0 100.0% 180.5 100.0% 659.1 100.0% 613.8 100.0% 562.8 100.0%
Cost of products sold......... 123.6 65.1% 134.3 74.4% 473.1 71.8% 466.1 75.9% 451.6 80.2%
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Gross profit.................. 66.4 34.9% 46.2 25.6% 186.0 28.2% 147.7 24.1% 111.2 19.8%
Selling, general and
administrative expenses..... 17.0 8.9% 16.5 9.1% 67.1 10.2% 59.5 9.7% 69.9 12.4%
Amortization of intangibles... 2.6 1.4% 2.0 1.1% 8.2 1.2% 9.6 1.5% 10.2 1.8%
Minority interest............. -- -- -- -- -- -- (1.4) (.2)% (.3) --
Write-downs/sale of
business.................... -- -- -- -- -- -- 16.9 2.8% -- --
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Operating earnings............ 46.8 24.6% 27.7 15.4% 110.7 16.8% 63.1 10.3% 31.4 5.6%
Interest expense.............. 10.1 5.3% 10.2 5.7% 39.6 6.0% 40.5 6.6% 39.3 7.0%
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Earnings (loss) before income
taxes and extraordinary
loss........................ 36.7 19.3% 17.5 9.7% 71.1 10.8% 22.6 3.7% (7.9) (1.4)%
Income taxes.................. 14.4 7.6% 7.0 3.9% 28.2 4.3% 13.0 2.1% (11.7) (2.1)%
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Earnings before extraordinary
loss........................ $ 22.3 11.7% $ 10.5 5.8% $ 42.9 6.5% $ 9.6 1.6% $ 3.8 .7%
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
</TABLE>

<PAGE>

<PAGE>
FIRST THREE MONTHS OF 1997 COMPARED TO FIRST THREE MONTHS OF 1996

Total revenues increased 5.3% from $180.5 million for the first quarter of
1996 to $190.0 million for the first quarter of 1997. FSI revenues were down
2.6% from $145.2 million for the first quarter of 1996 to $141.4 million for the
first quarter of 1997. This decline was due primarily to the first quarter of
1997 having one less FSI publishing date than the first quarter of 1996.
Management expects FSI page volume to be relatively flat in 1997 based on the
Company's performance thus far in 1997, existing bookings and tentative
reservations for space in the balance of the year. VIP sales were up 35.5% to
$25.2 million for the first quarter of 1997, as compared to $18.6 million for
the first quarter of 1996. This increase reflected the continued strong demand
by core customers as well as additional sales from new customers. VIP sales do
not typically track quarter-to-quarter and do not require the same level of
advance bookings; however, management anticipates VIP will continue to
experience growth in 1997. ROP sales rose significantly during the first quarter
of 1997 to $10.7 million, from $3.8 million for the first quarter of 1996. Like
VIP sales, ROP sales do not necessarily track quarter-to-quarter, and the first
quarter increase in 1997 was primarily driven by one-time events in the
pharmaceutical category. The ROP division is not expected to be a strong growth
area, but has been experiencing an increased demand in certain product
categories.

Gross profit margin rose to 34.9% in the first quarter of 1997, from 25.6%
in the first quarter of 1996. This was primarily the result of the decline in
paper prices from the prior year and, to a lesser extent, media efficiencies
caused by higher average page counts in the first quarter of 1997.

Selling, general and administrative expenses increased slightly to $17.0
million for the first quarter of 1997 from $16.5 million for the first quarter
of 1996. Management expects selling, general and administrative expenses in the
remainder of 1997 to remain consistent with those experienced in the first
quarter.

Interest expense was down for the first quarter of 1997, reflecting the
decrease in aggregate outstanding indebtedness following the early retirement of
debt during the final three quarters of 1996 and the first quarter of 1997.
Included in interest expense for the quarter ended March 31, 1997 was $378,000
representing premiums paid to repurchase debt. Amortization expense increased as
the $470,000 of goodwill on the books of the Company's French subsidiary was
written off during the first quarter of 1997 as the result of management's
decision to discontinue operations in France.

Net earnings were $22.3 million for the first quarter of 1997, as compared
to $10.5 million for the first quarter of 1996. These improved results were due
to strong VIP and ROP sales, together with a 34% decline in paper costs from the
first quarter of 1996. Management believes paper costs should remain relatively
stable during the remainder of 1997.

Traditionally, the first quarter is the Company's strongest quarter with
respect to volumes and earnings. Results for 1996 did not follow this pattern,
as later quarters were significantly impacted by rapidly declining paper prices.

CALENDAR 1996 COMPARED TO CALENDAR 1995

Net earnings increased 347% to $42.9 million in 1996 from $9.6 million in
1995. This increase was due primarily to improved pricing in the core business
of FSIs. In addition, 1995 earnings included an after-tax charge of $12.5
million due to the discontinuance of the Company's in-store marketing business
and the write-down of goodwill of Valassis of Canada.

Revenues for calendar 1996 were $659.1 million, up 7.4% from $613.8 million
in calendar 1995. FSI revenue increased 4.9% to $504.1 million in 1996,
reflecting higher FSI pricing. FSI page volume was down slightly during 1996 as
the result of fewer publishing dates; however, the Company's FSI market share
increased (based on Company-estimated number of FSI pages published) during the
second half of 1996. VIP revenue increased significantly during 1996, rising to
$89.4 million in 1996, as compared to $76.8 million in 1995. This 16.4% increase
was due principally to increased promotional activity by core customers and new
customers, as well as strong demand for VIP's expanded product line. ROP revenue
rose 31.4% from the 1995 level to $25.5 million in 1996 as the result of
increased activity by retail accounts and the pharmaceutical industry. Revenue
from other businesses also increased, particularly in the area of sampling due
to the introduction of a new sampling product. Management expects this growth in
its sampling business to continue in 1997.

<PAGE>

<PAGE>
Gross profit as a percentage of revenue increased to 28.2% in 1996,
compared to 24.1% in 1995. The increase was primarily attributable to improved
FSI pricing. Paper costs began to fall during 1996, after dramatic increases in
1995; however, the average cost for 1996 was up slightly from the 1995 average.
The declining paper prices experienced throughout 1996 are expected to have an
even greater positive effect in 1997, to the extent that lower costs are
experienced throughout the entire year.

Selling, general and administrative expenses increased to $67.1 million in
1996, as compared to $59.5 million in 1995. The 1996 increase reflected
additional selling costs associated with higher revenues and a full year of
operations for Valassis of Canada, the Company's Canadian subsidiary, acquired
in March 1995. Moreover, 1995 expenses were reduced by the effect of a $1.0
million insurance refund.

Interest expense was down in 1996 to $39.6 million from $40.5 million in
1995. The Company purchased $13.0 million and $2.0 million in principal amount
of its public subordinated debt in 1996 and 1995, respectively.

CALENDAR 1995 COMPARED TO CALENDAR 1994

Net earnings increased to $9.6 million in 1995 from $3.8 million (before an
extraordinary loss of $4.2 million) in the comparable year ended December 31,
1994. This increase was due primarily to improved pricing in the core business
of FSIs as the negative impact of a 1993-1994 industry price war began to
lessen. See 'Business -- Competition.' Earnings for 1995 were negatively
affected, however, due to dramatic increases in the cost of paper, as well as
the after-tax charges associated with the discontinuance of the Company's
in-store marketing business and the write-down of goodwill of Valassis of
Canada.

Revenues for calendar 1995 were $613.8 million, up 9.1% from $562.8 million
in calendar 1994. This increase was primarily attributable to higher FSI pricing
in 1995. FSI revenue rose 7.7% to $480.7 million in 1995. Although price
recovery was substantial, pages produced were down nearly 7% as a result of
decreased market share and fewer publishing dates in 1995 versus 1994. VIP
revenue increased significantly, rising to $76.8 million in 1995 from $61.7
million in 1994. This growth reflected expanded printing capacity, increased
spending by traditional customers and new product offerings. ROP revenue
declined in 1995 to $19.4 million compared with $38.3 million in 1994. This
decrease was due principally to the loss of a large contract which expired in
early 1995. New businesses, including sampling and international ventures,
contributed $35.6 million to 1995 revenue, compared with $13.5 million in 1994.
This increase was primarily due to the acquisition of Valassis of Canada in 1995
and growth in the sampling division.

Gross profit as a percentage of revenue increased to 24.1% in 1995,
compared with 19.8% in 1994. The increase was due principally to higher pricing,
partially offset by unprecedented increases in the cost of paper, the Company's
largest cost component. Improved media and printing efficiencies were also
experienced in 1995, due to increased book sizes.

Selling, general and administrative expenses decreased to $59.5 million in
1995, compared with $69.9 million in 1994. Expenses in this category for 1994
included a one-time charge of $14.0 million to settle a lawsuit with Sullivan
Marketing, Inc.

Interest expense increased slightly to $40.5 million in 1995 from $39.3
million in 1994. Debt refinancings at the end of 1994 resulted in extended
maturities and a higher interest rate. During 1995, $2.0 million in principal
amount of public debt was extinguished, through an open-market purchase of
subordinated debt.

The assets of Valcheck Company ('Valcheck') (a partnership owned 80%
indirectly by the Company and 20% by a third party, that was engaged in the
marketing and printing of personal checks), were sold in May of 1995, resulting
in a pre-tax loss of $1 million. Valcheck accounted for $6.2 million and $3.9
million of revenue in 1995 and 1994, respectively.

In 1995, the Company decided to discontinue its in-store electronic sign
network resulting in a pre-tax charge of $9.7 million to restate the assets to
net realizable value. In addition, the goodwill recorded as a result of the
purchase of Valassis of Canada was written down in accordance with the
requirements of FAS 121 -- Impairment of Long-Lived Assets, resulting in a
charge of $6.2 million. There was no income tax effect related to this write-
down of goodwill. Based on the competitive climate, the

<PAGE>

<PAGE>
Canadian economy and changes in the mail order business at the time of the
write-down, the projected future cash flows from the acquired business were not
sufficient to justify the carrying value of the intangible assets. Valassis of
Canada generated a pre-write-down net loss of $1.5 million in its nine months of
operations in 1995, with $12.7 million of revenue.

LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements arise mainly from its working capital
needs, primarily accounts receivable and inventory, and debt service
requirements. The Company does not offer financing to its customers. FSI
customers are billed for 75% of each order eight weeks in advance of the
publication date and are billed for the balance immediately prior to the
publication date. The Company inventories its work in progress at cost while it
accrues progress billings as a current liability at full sales value. Although
the Company receives considerable payments from its customers prior to
publication of committed promotions, revenue is recognized only upon publication
dates. Therefore, the progress billings on the balance sheet include any profits
in the related receivables, and accordingly, the Company can operate with low,
or even negative, working capital.
Cash flow from operating activities increased from $10.6 million for the
quarter ended March 31, 1996 to $37.9 million for the quarter ended March 31,
1997. This increase was mainly due to increased earnings and other positive
working capital changes.
From January 1, 1997 to April 30, 1997, the Company applied approximately
$12.7 million of cash toward the early retirement of long-term debt and $7.3
million in cash to satisfy scheduled principal amounts. The Company also applied
approximately $21.4 million to repurchase Common Stock. The Company is committed
under the Option Agreement to purchase a matching approximately $21.4 million of
Common Stock from the Selling Stockholder. The Company expects this purchase
to be completed during the second quarter of 1997. See 'Principal and Selling
Stockholders -- Certain Transactions and Relationships.'
The Company also had the ability as of March 31, 1997 to incur $40.0
million of additional indebtedness under its existing credit facility.
The Company has scheduled principal prepayments on indebtedness of $128.5
million on March 15, 1999 and $255.0 million on December 1, 2003. The Company
intends to use cash generated by operations to meet interest and principal
repayment obligations, for general corporate purposes, to reduce its
indebtedness and from time to time repurchase stock through the Company's stock
repurchase program.
On May 30, 1997, Valcheck exercised a put option for $5.00 per share in
connection with 500,000 shares of common stock of Artistic Greetings, Inc. it
received as partial consideration for its sale of its check business in 1995.
Accordingly, it expects to receive $2.5 million in the near future, 20% of which
is owed to a third party investor in Valcheck.
Management believes the Company will generate sufficient funds from
operations and will have sufficient lines of credit available to meet currently
anticipated liquidity needs, including interest and required principal payments
on indebtedness.

CAPITAL EXPENDITURES
The Company owns three printing facilities. Capital expenditures were $7.1
million and $5.8 million for the year ended December 31, 1996 and the quarter
ended March 31, 1997, respectively. Included in 1997 capital expenditures are a
new printing press to accommodate the growth in the VIP business and costs
associated with the relocation of the corporate headquarters. Management expects
future capital expenditure requirements of approximately $7.0 million for the
final three quarters of 1997 and approximately $5.0 million to $12.0 million in
each of the next three years to meet increased capacity needs and to replace or
rebuild equipment as required. It is expected that such capital expenditures
will be financed from funds provided by operations.

INFLATION
The results of operations and financial condition are presented based upon
historical cost. While it is difficult to accurately measure the impact of
inflation because of the nature of the estimates required, management believes
that the effect of inflation on the results of the Company's operations and
financial condition has not been significant.

<PAGE>

<PAGE>
BUSINESS

OVERVIEW

The Company is a leading print media company in the consumer promotion
industry. The Company generates most of its revenues by printing and publishing
cents-off coupons and other consumer purchase incentives primarily for package
goods manufacturers. Package goods manufacturers use cents-off coupons to
increase market share, build brand equity, attract new users and promote new
products. The Company is one of the United States' largest printers and
publishers of these coupons.

Most of the consumer purchase incentives published by the Company are
featured in cooperative FSIs, which are four-color promotional booklets printed
at the three facilities owned by the Company. On 46 publishing dates in 1996,
the Company's cooperative FSIs were inserted in the Sunday edition of over 400
newspapers with a combined average paid circulation of approximately 56.5
million. FSI sales represented approximately 76.5% and 74.4% of the Company's
revenues for 1996 and the first quarter of 1997, respectively.

The Company's VIP division was established in 1989 in response to growing
customer demand for solo customized promotions. VIP offers customized design,
printing and distribution services primarily for solo promotional programs. The
division specializes in producing turnkey promotions for franchise and retail
marketers, such as fast food chains, allowing orders to be placed on a national,
regional or local basis.

In addition to its FSI and VIP divisions, the Company arranges for the
publication of its customers' consumer promotions directly on the pages of
newspapers through its ROP division, which has the capacity to place promotions
in major newspapers throughout the United States.

The Company further expanded its product line in 1994 by introducing
newspaper delivered sampling products ('Newspac' and 'Newspouch'). In 1995, the
Company acquired a Canadian consumer promotion and direct response merchandising
company which it operates as Valassis of Canada. The Company previously engaged
in a joint venture in Mexico and purchased a French promotion company, although
both investments have since been liquidated. International operations accounted
for approximately 3% of the Company's total revenues in 1996 and the first
quarter of 1997.

BUSINESS STRATEGY

FREE-STANDING INSERTS (FSIS)

The Company's FSIs are distributed 46 to 48 times per year, depending upon
the number of Sundays in any particular year that the Company considers viable
publishing dates (generally, any non-holiday weekend). The Company printed and
published approximately 76.1 billion cooperative FSI pages during the year ended
December 31, 1996, representing over 46% of the Company-estimated 165 billion
cooperative FSI pages printed and distributed nationally. During that period,
the Company's cooperative FSIs were inserted in the Sunday edition of over 400
newspapers with a combined average paid circulation of 56.5 million. Cooperative
FSI sales during the year ended December 31, 1996 and the first quarter of 1997
were $504.1 million and $141.4 million, or approximately 76.5% and 74.4%,
respectively, of the Company's total revenues.

<PAGE>

<PAGE>
Many sales are made significantly in advance of program dates. The Company
typically announces its annual publication schedule approximately 18 months in
advance of the first publication date and customers may reserve categories at
any time thereafter. Account managers work closely with customers to select
their FSI publication dates from the Company's schedule and coordinate all
aspects of FSI printing and publication. The Company's proprietary order entry
and ad placement software allows it to produce as many different FSI versions as
customers require, typically over 270 different layout versions per publication
date. By offering different versions in different markets, the Company offers
its customers greater flexibility to target precise geographic areas or tailor
promotional offers to particular markets by varying coupon values, promotion
copy and terms of the promotional offer.

No single customer accounted for more than 10% of FSI sales during the year
ended December 31, 1996 with the top ten customers accounting for approximately
33% of FSI sales during the same period.

REMNANT SPACE

At the end of the selling cycle for each cooperative FSI program, there is
generally space in the booklet that has not been sold. This space, which
typically accounts for approximately 20% of an FSI program, is referred to as
'remnant space' and is sold at a discount, primarily to direct mail marketers,
who place themselves on a waiting list for space that may become available.
Remnant space sales are included in total cooperative FSI sales for financial
reporting purposes.

The Company selects direct mail marketers as remnant space customers on the
basis of a number of factors, including price, circulation, reputation and
credit-worthiness. Remnant space customers are subject to being 'bumped' in
favor of a regular price customer in need of space at the last minute.

VALASSIS IMPACT PROMOTIONS (VIP)

VIP offers its customers specialty print promotion products in multiple,
customized formats such as die-cuts, posters and calendars, as well as
traditional FSI formats. Because these promotions feature only one manufacturer
(referred to as 'solos'), the customer has the ability to create a completely
individualized promotion. While VIP does, on occasion, produce printed material
for direct mail programs or for shipment to store locations, its primary product
is newspaper-delivered promotions. VIP offers customers the flexibility to run
promotions any day of the year in newspapers throughout the United States. VIP
specializes in producing turnkey promotions for franchise and retail marketers
(e.g., fast food chains), allowing orders to be placed on a national, regional
or local basis.

To enhance the value of VIP, the Company recently developed Media Targeting
Segmentation Systems, a detailed geographical targeting product which allows
Valassis to deliver promotions for customers to specific zip codes or zones
based upon the ability of the newspaper to provide zoned delivery. This
enhancement allows, for example, a fast food franchisee to target a radius
around its stores for a specific promotion.

VIP sales during the year ended December 31, 1996 and the first quarter of
1997 were $89.4 million and $25.2 million, or approximately 13.6% and 13.3%,
respectively, of the Company's total revenues. VIP sales are subject to greater
volatility than either FSI or ROP sales due to the current limited number of VIP
customers. VIP customers are made up of package goods manufacturers, fast food
chain accounts, food brokers and food retailers. VIP customers include retailers
who are generally excluded from the cooperative format. The top three customers
accounted for approximately 40% of VIP sales for the year ended December 31,
1996, with the top ten customers accounting for approximately 68% of total VIP
sales.

RUN-OF-PRESS (ROP)

The Company arranges for the publication of ROP promotions in either a
cooperative or solo format. Cooperative programs, which group the promotions of
several customers together, are sold on a product exclusive basis, and usually
run each week when a newspaper runs its food section. Solo programs (featuring a
single advertiser) offer the marketer the flexibility to run in newspapers
throughout the United States (including newspapers targeted to specific
demographic groups) on any day of the year and in any section of the newspaper.
The Company's total ROP sales during the year ended December 31, 1996 and the
first quarter of 1997 were $25.5 million and $10.7 million, or approximately
3.9% and 5.6%, respectively, of the Company's total revenues.

<PAGE>

<PAGE>
Media (newspaper placement fees) is the major cost component of ROP
distribution, accounting for virtually all of the Company's total direct ROP
costs during the year ended December 31, 1996 and the first quarter of 1997.
Management believes that its customers use the Company to place ROP because of
the Company's ability to negotiate favorable media rates, its well-developed
production and placement capabilities, and its capacity to execute integrated
FSI and ROP programs.

ROP customers include primarily package goods manufacturers, and their
advertising and promotion agencies. The top four customers accounted for 62% of
ROP sales for the year ended December 31, 1996, with the top ten customers
accounting for approximately 83% of the total ROP sales during the same period.

VALASSIS SAMPLING

In 1994 Valassis introduced a newspaper-delivered sampling product that
gives manufacturers the ability to reach up to 50 million households in one day.
Samples can either be machine inserted into newspapers (Newspac), placed in a
polybag alongside the newspaper, or pre-sealed in a pouch that forms part of the
polybag (Newspouch).

Valassis's sampling sales during the year ended December 31, 1996 and the
first quarter of 1997 were $14.3 million and $5.8 million, or approximately 2.2%
and 3.0%, respectively, of the Company's total revenues. One customer accounted
for 27% of sampling sales for the year ended December 31, 1996, with the top 10
customers accounting for approximately 92% of total sampling sales during 1996.

BACKGROUND OF THE COMPANY

The Company is the successor to a business founded in 1970 and operated
under the names George F. Valassis & Company and GFV Communications, Inc.
Valassis produced its first FSI in 1972. In December 1986, the assets of this
business were acquired by Valassis Inserts, a corporation indirectly owned by
CPH, an affiliate of the Selling Stockholder. In March 1992, the Company, which
was the direct parent of Valassis Inserts, sold 22,100,000 shares of Common
Stock to the public. In March 1993, Valassis Inserts was merged into the
Company, its corporate parent.

VALASSIS OF CANADA

In March 1995, Valassis acquired a Canadian consumer promotion and direct
response merchandising company which it operates as Valassis of Canada. Several
challenges were faced in 1995, including an industry price/market share battle,
a relatively poor Canadian economy, and mail order volume decline. Since then,
the Company has streamlined or repositioned existing products, dropped
unprofitable offerings, and added new products and services to better meet the
needs of its customers.

DISPOSITIONS

In April 1997, the Company decided to discontinue the operations of
Valassis France, its French subsidiary specializing in couponing programs and
customized consumer print promotions. This resulted in a net write-off of
goodwill of $470,000 at March 31, 1997.

The Company had a 50% joint venture interest in Valassis de Mexico but
decided to exit this business in 1997. The disposal of this business involved
minimal costs and did not have a material effect on the Company's earnings or
financial position.

The Company sold the assets of its personal check direct marketing
division, Valcheck, in 1995. In addition, a decision was made at the end of 1995
to discontinue the in-store electronic sign network, Valassis In-Store
Marketing. The assets of Valassis In-Store Marketing were subsequently sold in
April 1996. Neither of these product lines demonstrated the profit potential
necessary to warrant continued investment and marketing support.

COMPETITION

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<PAGE>
service and sales relationships. In addition, the Company competes with in-store
advertising and other forms of coupon delivery.

Several times in the past, new competitors have attempted to establish
themselves in the FSI market. In some instances, this has resulted in periods of
intense price competition. Furthermore, an increase in the number of FSI
programs published may lead to a decrease in the number of pages per FSI program
published by the Company and the average price per page paid by customers with a
consequent material adverse effect on the Company's financial performance. The
Company's results for the fiscal year ended June 30, 1994 and the year ended
December 31, 1994 were severely impacted by business booked under competitive
pricing conditions, which accompanied the efforts of Sullivan Marketing, Inc. to
enter the FSI market. Sullivan Marketing, Inc. withdrew from the FSI market in
February 1994. Some FSI price recovery took place during 1995 with further
increases in FSI prices in 1996.

Although management believes that cooperative FSIs are currently the most
efficient means of distributing coupons to the public, the Company competes with
other media for the promotion and marketing dollars of its customers. It is
possible that alternative media or changes in promotional strategies could make
free-standing inserts less attractive to the Company's customers or could cause
a shift in their preference to different promotional materials or coupon
delivery modes.

The VIP division also competes with News America FSI, Inc. for package
goods and fast food business and with commercial printers. VIP continues to add
new services and product formats to meet the needs of an expanding customer
base.

The Company competes with several newspaper network groups in the ROP
market. As there are no significant capital investments associated with that
business, other competitors could easily enter the ROP market. An increase in
the number of ROP competitors could result in a loss of market share for the
Company's ROP division.

EMPLOYEES

At December 31, 1996, the Company had approximately 1,200 employees.
Approximately 407 of these employees are on the Company's sales, sales
operations and marketing staff; approximately 700 are involved in manufacturing;
approximately 27 are on its management information systems staff; and
approximately 66 are involved with administration. None of the Company's
employees are represented by a labor union. The Company considers labor
relations with employees to be good and has not experienced any interruption of
its operations due to labor disagreements.

PROPERTIES

The principal executive offices of the company are located in a newly
constructed and leased office building in Livonia, Michigan. The Company also
leases sales offices in Seal Beach, California; Schaumburg, Illinois; Atlanta,
Georgia; Dallas, Texas; Boston, Massachusetts; Minneapolis, Minnesota; Wilton,
Connecticut; and various other localities.

The Company owns three printing facilities. The Livonia printing facility
consists of approximately 225,000 square feet and includes VIP, printing and
warehouse facilities. The Company's printing facilities in Durham, North
Carolina and Wichita, Kansas, consist of approximately 110,000 square feet and
138,000 square feet, respectively. In addition, the Company leases a facility in
Plymouth, Michigan which houses its pre-press operations. These facilities
generally have sufficient capacity to handle present volumes although, during
periods of unusual demand, the Company may require services of a contract
printer. Total operating lease rentals for the year ended December 31, 1996 was
$3.2 million.

LEGAL PROCEEDINGS

The Company is involved in various routine litigation arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material effect on the Company's
financial position.

<PAGE>

<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

Set forth below is the number of shares of Common Stock beneficially owned
by the Selling Stockholder as of the date of this Prospectus and the number of
shares of Common Stock beneficially owned as of April 30, 1997 by the Company's
five most highly compensated executive officers, each director of the Company
and all directors and executive officers of the Company as a group, and each
other 5% holder of the Company's Common Stock (after giving effect to the
repurchase of 1,026,200 shares of Common Stock by the Company from the Selling
Stockholder pursuant to the Option Agreement, which repurchase the Company
expects to be completed during the second quarter of 1997).

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERINGS OFFERINGS(12)
----------------------- ---------------------
NAME NUMBER(1) PERCENT NUMBER PERCENT
- --------------------------------------------------------------- ---------- -------- --------- -------

<S> <C> <C> <C> <C>
Conpress International (Netherlands Antilles) N.V.(2).......... 20,173,800 50.3% 7,173,800 17.9%
Kerry F.B. Packer(2)........................................... 20,173,800 50.3% 7,173,800 17.9%
James D. Packer(2)(3).......................................... 20,173,800 50.3% 7,173,800 17.9%
The Goldman Sachs Group, L.P.(4)............................... 4,225,420 10.5% 4,225,420 10.5%
Richard N. Anderson(5)......................................... 195,680 * 195,680 *
David A. Brandon(6)............................................ 1,416,131 3.4% 1,416,131 3.4%
Graham A. Cubbin............................................... 0 * 0 *
Mark C. Davis(7)............................................... 2,878 * 2,878 *
Barry P. Hoffman(8)............................................ 171,258 * 171,258 *
Jon M. Huntsman, Jr. .......................................... 2,628 * 2,628 *
Brian M. Powers................................................ 0 * 0 *
Robert L. Recchia(9)........................................... 173,471 * 173,471 *
Alan F. Schultz(10)............................................ 211,213 * 211,213 *
Faith Whittlesey............................................... 3,378 * 3,378 *
All executive officers and directors as a group (11
persons)(11)................................................. 22,350,437 53.0% 9,350,437 22.2%
</TABLE>

- ------------

* Less than 1.0%.

The address of Conpress International (Netherlands Antilles) N.V. is
c/o Second Fooor, Block A, Russell Court, Saint Stephens Green, Dublin 2,
Ireland. The address of Kerry F.B. Packer, Graham A. Cubbin, James D. Packer and
Brian M. Powers is Consolidated Press Holdings Limited, 54-58 Park Street,
Sydney, N.S.W., Australia 2000. The address of The Goldman Sachs Group, L.P. is
85 Broad Street, New York, New York 10004. The address of Mark C. Davis is Chase
Bank, 270 Park Avenue, New York, New York 10017. The address of Faith Whittlesey
is Mountain Lake, PO Box 3651, Lake Wales, Florida 33859. The address of Jon M.
Huntsman, Jr. is 200 Eagle Gate Tower, Salt Lake City, Utah 84111. The address
of all other persons listed above is 19975 Victor Parkway, Livonia, Michigan
48152.

(1) Unless otherwise noted, each beneficial owner of more than 5% of the Common
Stock, director and executive officer has sole voting and investment power
with respect to the shares shown as beneficially owned by him or her.

(2) The Selling Stockholder is 100% indirectly owned by Consolidated Press
International Limited, which in turn is 100% owned (54.3% directly and
45.7% indirectly) by 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%. Kerry F.B. Packer is
the indirect beneficial owner of CPIHL. James D. Packer, a director and the
son of Kerry F.B. Packer, may be deemed to have an indirect beneficial
interest in the same shares reported by Kerry F.B. Packer. James D. Packer
does not have sole voting or investment power over such shares.
Additionally, these shares of Common Stock have been pledged to Westpac
Custodian Nominees Limited ('Westpac') pursuant to stock pledge
agreements. Westpac also may be deemed to be the indirect beneficial owner
of such shares. It is a condition of the Offerings that the Shares are
released from the pledges pursuant to such stock pledge agreements.

(footnotes continued on next page)

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<PAGE>
(footnotes continued from previous page)

(3) All such shares are owned by the Selling Stockholder, which James D. Packer
may be deemed to beneficially own through a series of beneficially owned
entities. However, James D. Packer does not have sole voting or investment
power over such shares.

(4) This information is based upon a Schedule 13G filed with the Commission on
February 10, 1997, which indicates that voting and investment power is
shared with respect to 2,943,420 of such shares.

(5) Number of shares includes the right to acquire 174,526 shares of Common
Stock within 60 days upon the exercise of outstanding options.

(6) Number of shares includes the right to acquire 1,367,368 shares of Common
Stock.

(7) Until March, 1996, Mr. Davis was a Managing Director of Salomon Brothers
Inc which acted as an underwriter in connection with the Company's initial
public offering in 1992 and the Company's refinancing of its public debt in
November 1994.

(8) Number of shares includes the right to acquire 159,526 shares of Common
Stock.

(9) Number of shares includes the right to acquire 159,526 shares of Common
Stock.

(10) Number of shares includes the right to acquire 189,526 shares of Common
Stock within 60 days upon the exercise of outstanding options.

(11) Number of shares includes currently exercisable options to purchase
2,050,472 shares of Common Stock pursuant to the Company's 1992 Long-Term
Incentive Plan, as amended. In accordance with Rule 13d-3(d)(1) under the
Exchange Act, the 2,050,472 shares of Common Stock for which the Company's
directors and executive officers as a group hold currently exercisable
options have been added to the total number of issued and outstanding
shares of Common Stock solely for the purpose of calculating the percentage
of such total number of issued and outstanding shares of Common Stock
beneficially owned by such directors and executive officers as a group.

(12) Assumes no exercise of the over-allotment options covering 1,950,000 shares
of Common Stock granted to the Underwriters by the Selling Stockholder. If
the over-allotment options are exercised in full, the Selling Stockholder
will own approximately 13.0% of the Company's Common Stock after giving
effect to the Offerings.

------------------------

CERTAIN TRANSACTIONS AND RELATIONSHIPS

The Selling Stockholder, Conpress International (Netherlands Antilles)
N.V., is a Netherlands Antilles private limited liability company indirectly
owned by CPH, a private Australian holding company indirectly owned by Kerry F.
B. Packer (whose son, James D. Packer, is a director of the Company) and his
family. With the completion of the Company's initial public offering in March
1992, CPH's indirect ownership of the Company was reduced to 49%. During 1996,
the Company's Board of Directors authorized the repurchase of up to 5,000,000
shares of Common Stock. In connection with the Company's share repurchase
program and as approved by the stockholders of the Company at its 1996 Annual
Meeting of Stockholders, the Company entered into the Option Agreement, pursuant
to which the Selling Stockholder has the option to sell to the Company a number
of shares of Common Stock up to the number of shares purchased by the Company on
the open market in any given month at a price equal to the average price paid by
the Company to the other stockholders during such month. During 1996, the
Company repurchased approximately 1,330,800 shares of Common Stock, but no
repurchase options were exercised under the Option Agreement and such options
have expired pursuant to the terms thereof. Through May 31, 1997, the Company
repurchased an additional 1,026,200 shares of Common Stock at an average price
of $20.83 per share, and the repurchase options under the Option Agreement
related to such open market purchases were exercised in full. Following the
Offerings and after giving effect to such share repurchases, the Selling
Stockholder will own 7,173,800 shares of Common Stock, or approximately 17.9% of
the Company's outstanding shares of Common Stock (5,223,800 shares or
approximately 13.0% of the Company's outstanding shares of Common Stock if the
Underwriters' over-allotment options are exercised in full). See
'Capitalization' and 'Underwriting.'

<PAGE>

<PAGE>
of 1.5% of the gross proceeds of the Offerings, of which not more than 50% of
such amount shall, at the discretion of David A. Brandon, the Company's Chief
Executive Officer, be allocated to Mr. Brandon, and the balance shall be
allocated by Mr. Brandon among other employees of the Company. In the event of
any future sales by the Selling Stockholder of its shares of Common Stock, the
Selling Stockholder has agreed to the same special cash bonus arrangement.

The Company and the Selling Stockholder have entered into a registration
rights agreement providing the Selling Stockholder with certain demand and
'piggyback' registration rights with respect to its remaining shares of Common
Stock after the Offerings. Pursuant to the registration rights agreement, the
Company has agreed to file the Registration Statement (as defined) and to use
all reasonable efforts to cause the Registration Statement to be declared
effective as soon as possible. The Selling Stockholder will also have the right
to two additional demand registrations for its remaining shares of Common Stock
and unlimited 'piggyback' registrations (whereby the Selling Stockholder can
include shares of Common Stock owned by it in registered offerings initiated by
the Company). In connection with any future exercise of such registration
rights, subject to certain conditions and exceptions, the Company and the
Selling Stockholder have agreed not to effect any public sale or distribution of
securities of the Company similar to those proposed to be registered during the
10-day period prior to the effective date of the applicable registration
statement or during the period beginning on such effective date and ending on
the later of the completion of the distribution of such securities pursuant to
such offering and 90 days (or such longer period as may be requested by the
managing underwriter in connection with any particular demand registration)
after such effective date. In the registration rights agreement, the Selling
Stockholder has agreed to pay the expenses, other than the fees and expenses of
counsel to the Company, incident to any demand registration thereunder,
and the Company has agreed to pay the expenses, other than underwriting
discounts or commissions, associated with any piggyback registration of shares
of Common Stock owned by the Selling Stockholder. The final terms of the
registration rights agreement will be approved by a special committee of the
Company's Board of Directors consisting solely of disinterested directors.
Pursuant to the registration rights agreement, the Company has agreed to
indemnify the Selling Stockholder against certain liabilities, including
liabilities under the Securities Act.

SHARES ELIGIBLE FOR FUTURE SALE

All of the shares of Common Stock sold in the Offerings (including shares,
if any, sold if the Underwriters' over-allotments are exercised), may be freely
traded without restriction under the Securities Act, except for any shares
purchased or held by an 'affiliate' of the Company, as that term is defined
under Rule 144 promulgated under the Securities Act. In addition to the Shares
sold in the Offerings, 913,342 shares issuable upon the exercise of options (of
which options covering 548,026 shares were exercisable as of April 30, 1997)
will be eligible for sale by holders without restrictions under the Securities
Act. In addition, 2,080,472 shares issuable upon the exercise of options (of
which options covering 2,050,472 shares will be exercisable immediately
following the Offerings) will be subject to the volume and manner of sale
restrictions contained in Rule 144 unless sold pursuant to an effective
registration under the Securities Act and the sale restrictions imposed under
the Purchase Agreements (as defined) and described in the third paragraph below.
The remaining 7,173,800 shares held by the Selling Stockholder (assuming no
exercise of the Underwriters' over-allotment options) will also be subject to
the volume and manner of sale restrictions contained in Rule 144 unless sold
pursuant to an effective registration under the Securities Act. The Selling
Stockholder has been granted certain

<PAGE>

<PAGE>
registration rights in connection with the Offerings, pursuant to which some or
all of the Selling Stockholder's shares of Common Stock owned following the
Offerings may be registered for resale on the open market. See 'Principal and
Selling Stockholders.'

In general, under Rule 144, as currently in effect, any person (including
any affiliate) that has held its shares of Common Stock for at least 12 months
is entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of one percent of the then-outstanding shares of Common
Stock of the Company or the average weekly trading volume during the four
calendar weeks preceding such sale. Under Rule 144(k), a person who is not
deemed an affiliate and who has beneficially owned shares for at least two years
is entitled to sell such shares at any time under Rule 144 without regard to the
volume limitations described above. As defined in Rule 144, an 'affiliate' of an
issuer is a person that directly, or indirectly through the usage of one or more
intermediaries, controls, is controlled by, or is under common control with,
such issuer. The foregoing is not intended to be a complete description of Rule
144 or of the rights of any affiliate to sell shares of Common Stock.

The Company and the Selling Stockholder have agreed not to sell, offer to
sell, grant any option for the sale of or otherwise dispose of any shares of
Common Stock or securities convertible into or exercisable or exchangeable for
Common Stock (except for the shares offered hereby and other than sales pursuant
to the Option Agreement) for a period of 120 days after the date of this
Prospectus without the prior written consent of Merrill Lynch, Pierce, Fenner &
Smith Incorporated ('Merrill'), subject to certain limited exceptions included
in the Purchase Agreements. Certain management employees have also agreed not to
sell, offer to sell, grant any options for the sale of or otherwise dispose of
any shares of Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock for a period of 120 days after the date of this
Prospectus without the prior written consent of Merrill, subject to certain
limited exceptions included in the Purchase Agreements. See 'Underwriting.'

The Company is unable to estimate the number of shares that may be sold in
the future by its existing shareholders or the effect, if any, that sales by
such stockholders will have on the market price of the Common Stock prevailing
from time to time. Sales of substantial amounts of Common Stock, including
pursuant to a demand registration conducted for the benefit of the Selling
Stockholder, could adversely affect prevailing market prices.

<PAGE>

<PAGE>
DESCRIPTION OF COMMON STOCK

The following description of the Company's Common Stock does not purport to
be complete and is qualified in its entirety by reference to applicable Delaware
law and to the provisions of the Company's Restated Certificate of Incorporation
and Amended By-Laws.

COMMON STOCK

Holders of shares of Common Stock are entitled to one vote per share on all
matters to be voted upon by stockholders. Holders of Common Stock are entitled
to receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefor, and to share ratably in the assets of the
Company legally available for distribution to stockholders in the event of
liquidation or dissolution. See 'Price Range of Common Stock and Dividend
Policy.' Holders of the Common Stock have no preemptive rights and no
subscription or redemption privileges. The Common Stock does not have cumulative
voting rights, which means that the holder or holders of more than half of the
shares voting for the election of directors can elect all the directors then
being elected.

All the outstanding shares of Common Stock, including the shares of Common
Stock to be sold in the Offerings made hereby, are fully paid and
non-assessable.

The Transfer Agent and Registrar for the Common Stock is The Bank of New
York.

LIMITATIONS ON TRANSACTIONS WITH AFFILIATES

The Certificate of Incorporation of the Company effectively prohibits any
Significant Transaction (defined below) between the Company or any subsidiary of
the Company and any Interested Stockholder, which could have an adverse effect
on the interests of stockholders of the Company other than any Interested
Stockholder, unless the transaction is approved by the affirmative vote of a
majority of the holders (other than Interested Stockholders) of the outstanding
shares of the Company's Common Stock.

An Interested Stockholder is defined as CPH and all entities (other than
the Company) which control, are controlled by, or are under common control with,
CPH ('CPH Affiliates'), so long as (and only so long as) CPH and the CPH
Affiliates collectively beneficially own more than 25% of the outstanding shares
of the Company's Common Stock. Following the Offerings, CPH will not be an
Interested Stockholder.

'Significant Transaction' is defined as (i) any merger or consolidation of
the Company or a subsidiary with an Interested Stockholder; (ii) any transaction
(or series of related transactions) involving the payment of more than $10
million, or the transfer of assets valued at more than $10 million, by the
Company or a subsidiary to an Interested Stockholder (other than payments or
transfers to all holders of Common Stock on a pro rata basis or to all holders
of other equity or debt securities of the Company or a subsidiary substantially
in accordance with the terms thereof, and other than payments or transfers
pursuant to an offer made to all holders of Common Stock or all holders of other
equity or debt securities of the Company or a subsidiary on the same terms, and
other than transactions of a kind normally occurring in the ordinary course of
business of the Company or a subsidiary on terms no less favorable to the
Company or such subsidiary than the terms of comparable transactions with
unrelated third parties); (iii) any issuance or sale of stock by the Company or
a subsidiary to an Interested Stockholder (other than issuances or sales to all
holders of Common Stock on a pro rata basis or pursuant to an offer made to all
such holders on the same terms, and other than issuances or sales upon exercise
of any conversion, exchange or purchase right set forth in an instrument or
security held by an Interested Stockholder before becoming an Interested
Stockholder or distributed to all holders of the Common Stock pro rata or issued
or sold pursuant to an offer made to all such holders on the same terms); and
(iv) any receipt by an Interested Stockholder of the direct or indirect benefit
of any loans, advances, assumptions of guarantees or indebtedness, or pledges of
assets by the Company or a subsidiary.

<PAGE>

<PAGE>
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Section 203 of the Delaware General Corporation Law ('Section 203')
prohibits certain persons ('interested stockholders') from engaging in a
'business combination' with a Delaware corporation for three years following the
date such persons become interested stockholders. Interested stockholders
generally include (i) persons who are the beneficial owners of 15% or more of
the outstanding voting stock of the corporation and (ii) persons who are
affiliates or associates of the corporation and who hold 15% or more of the
corporation's outstanding voting stock at any time within three years before the
date on which such a person's status as an interested stockholder is determined.
Subject to certain exceptions, a 'business combination' includes, among other
things (i) mergers or consolidations, (ii) the sale, lease, exchange, mortgage,
pledge, transfer or other disposition of assets having an aggregate market value
equal to 10% or more of either the aggregate market value of all assets of the
corporation determined on a consolidated basis or the aggregate market value of
all the outstanding stock of the corporation, (iii) transactions that result in
the issuance or transfer by the corporation of any stock of the corporation to
the interested stockholder, except pursuant to a transaction that effects a pro
rata distribution to all stockholders of the corporation, (iv) any transaction
involving the corporation that has the effect of increasing the proportionate
share of the stock of any class or series, or securities convertible into the
stock of any class or series, of the corporation that is owned directly or
indirectly by the interested stockholder or (v) any receipt by the interested
stockholder of the benefit (except proportionately as a stockholder) of any
loans, advances, guarantees, pledges or other financial benefits provided by or
through the corporation.

Section 203 does not apply to a business combination if (i) before a person
becomes an interested stockholder, the board of directors of the corporation
approves the transaction in which the interested stockholder became an
interested stockholder or approves the business combination, (ii) upon
consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced (other than certain excluded shares) or (iii) following a
transaction in which the person became an interested stockholder, the business
combination is (a) approved by the board of directors of the corporation and (b)
authorized at a regular or special meeting of stockholders (and not by written
consent) by the affirmative vote of the holders of at least two-thirds of the
outstanding voting stock of the corporation not owned by the interested
stockholder.

<PAGE>

<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
'U.S. Purchase Agreement'), the Selling Stockholder has agreed to sell to each
of the underwriters named below (the 'U.S. Underwriters'), and each of the U.S.
Underwriters, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc. and Donaldson,
Lufkin & Jenrette Securities Corporation are acting as representatives (the
'U.S. Representatives'), severally has agreed to purchase, the aggregate number
of shares of Common Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER
U.S. UNDERWRITERS OF SHARES
----------------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................................
Morgan Stanley & Co. Incorporated................................................
Bear, Stearns & Co. Inc. ........................................................
Donaldson, Lufkin & Jenrette Securities Corporation..............................
---------
Total.............................................................. 9,750,000
---------
---------
</TABLE>

The Company and the Selling Stockholder have also entered into a purchase
agreement (the 'International Purchase Agreement' and, together with the U.S.
Purchase Agreement, the 'Purchase Agreements') with Merrill Lynch International,
Morgan Stanley & Co. International Limited, Bear, Stearns International Limited,
and Donaldson, Lufkin & Jenrette Securities Corporation (collectively, the
'International Managers' and, together with the U.S. Underwriters, the
'Underwriters'). Subject to the terms and conditions set forth in the
International Purchase Agreement, the Selling Stockholder has agreed to sell to
the International Managers, and the International Managers severally have agreed
to purchase, an aggregate of 3,250,000 shares of Common Stock.

In each Purchase Agreement, the Underwriters named therein have agreed,
subject to the terms and conditions set forth in such Purchase Agreement, to
purchase all of the shares of Common Stock being sold pursuant to such Purchase
Agreement if any of the shares of Common Stock being sold pursuant to such
Purchase Agreement are purchased. Under certain circumstances under the Purchase
Agreements, the commitments of non-defaulting Underwriters may be increased.
Each Purchase Agreement provides that the Selling Stockholder is not obligated
to sell, and the Underwriters named therein are not obligated to purchase, the
shares of Common Stock under the terms of such Purchase Agreement unless all of
the shares of Common Stock to be sold pursuant to such Purchase Agreement are
contemporaneously sold. The sale of shares to the U.S. Underwriters and the sale
of shares to the International Managers are conditioned upon each other.

The U.S. Representatives have advised the Selling Shareholder that the U.S.
Underwriters propose initially to offer the shares of Common Stock to the public
at the public offering price set forth on the cover page of this Prospectus and
to certain dealers at such price less a concession not in excess of $ per
share. The U.S. Underwriters may allow, and such dealers may reallow, a discount
not in excess of $ per share on sales to certain other dealers. After the
initial public offering, the public offering price, concession and discount may
be changed.

The public offering price per share of Common Stock and the underwriting
discount per share of Common Stock are identical for both Offerings.

The Selling Stockholder has granted to the U.S. Underwriters and the
International Managers options to purchase up to an aggregate of 1,462,500 and
487,500 shares of Common Stock, respectively, at the public offering price, less
the underwriting discount. Such options, which will expire 30 days after the
date of this Prospectus, may be exercised solely to cover over-allotments. To
the extent that the Underwriters exercise such options, each of the Underwriters
will have a firm commitment, subject to certain conditions, to purchase
approximately the same percentage of the option shares that the number of shares
to be purchased initially by that Underwriter bears to the 13,000,000 shares of
Common Stock initially purchased by the Underwriters.

<PAGE>

<PAGE>
The Selling Stockholder has been informed that the Underwriters have
entered into an agreement (the 'Intersyndicate Agreement') providing for the
coordination of their activities. Pursuant to the Intersyndicate Agreement, the
U.S. Underwriters and the International Managers are permitted to sell shares of
Common Stock to each other.

The Company and the Selling Stockholder have agreed not to sell, offer to
sell, grant any options for the sale of or otherwise dispose of any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
Common Stock (except for the shares offered hereby and other than sales pursuant
to the Option Agreement) for a period of 120 days after the date of this
Prospectus without the prior written consent of Merrill, subject to certain
limited exceptions included in the Purchase Agreements. Certain management
employees have also agreed not to sell, offer to sell, grant any options for the
sale of or otherwise dispose of any shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock for a period
of 120 days after the date of this Prospectus without the prior written consent
of Merrill, subject to certain limited exceptions included in the Purchase
Agreements. See 'Shares Eligible for Future Sale.'

The Selling Stockholder has been informed that, under the terms of the
Intersyndicate Agreement, the U.S. Underwriters and any dealer to whom they sell
shares of Common Stock will not offer to sell or resell shares of Common Stock
to persons who are non-U.S. or non-Canadian persons, or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian persons, and the
International Managers and any bank, broker, or dealer to whom they sell shares
of Common Stock will not offer to sell or resell shares of Common Stock to U.S
persons or to Canadian persons or to persons they believe intend to resell to
U.S. persons or Canadian persons, except in the case of transactions pursuant to
the Intersyndicate Agreement which, among other things, permits the Underwriters
to purchase from each other and to offer to resell such number of shares of
Common Stock as the selling Underwriter or Underwriters and the purchasing
Underwriter or Underwriters may agree.

The Company and the Selling Stockholder have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribute to payments the Underwriters may require to
make in respect thereof.

The Common Stock is traded on the NYSE.

Certain of the Underwriters have been engaged from time to time, and may in
the future be engaged, to perform investment banking and other advisory-related
services to the Company and its affiliates, including the Selling Stockholder,
in the ordinary course of business. In connection with rendering such services
in the past, such Underwriters have received customary compensation, including
reimbursement of related expenses.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission (the 'Commission') may limit the ability of
the Underwriters and any selling group members to bid for and purchase the
Common Stock. As an exception to these rules, the Underwriters are permitted to
engage in certain transactions that stabilize the price of the Common Stock.
Such transactions consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the Offerings, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the Underwriters may
reduce that short position by purchasing shares of Common Stock in the open
market. The Underwriters may also elect to reduce any short position by
exercising all or part of the over-allotment options described above.

The U.S. Representatives and the International Managers may also impose a
penalty bid on certain Underwriters and selling group members. This means that
if the U.S. Representatives or the International Managers purchase shares of
Common Stock in the open market to reduce the Underwriters' short position or to
stabilize the price of the Common Stock, they may reclaim the amount of the
selling concession from the Underwriters and selling group members who sold
those shares as part of the Offerings.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Common Stock. In addition, neither
the Company nor any of the Underwriters makes any representation that the
Underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.

<PAGE>

<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information filed by the Company
may be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the Commission's Regional Offices located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60611 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials can be
obtained upon written request from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such material may also be inspected and copied at the
offices of the NYSE, 20 Broad Street, New York, New York 10005. The Commission
maintains a Website that contains reports, proxy and information statements and
other information regarding reporting companies under the Exchange Act,
including the Company, at http://www.sec.gov.

The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
'Registration Statement') under the Securities Act, with respect to the Shares
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are omitted or contained in schedules and
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete;
with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. For further information,
reference is hereby made to the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company (File No. 1-10991) with the
Commission pursuant to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, including portions incorporated therein of the Company's
definitive Proxy Statement for the 1997 Annual Meeting of Stockholders.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.

3. The description of the Common Stock contained in the Registration
Statement on Form 8-A under the Exchange Act dated January 23, 1992.

4. All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents which are incorporated herein by reference, other than exhibits to
such information (unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to the Company,
19975 Victor Parkway, Livonia, Michigan 48152, attention: Secretary, telephone:
313-591-3000.

Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Prospectus except as so modified, and any statement so
superseded shall not be deemed to constitute part of this Prospectus.

<PAGE>

<PAGE>
LEGAL MATTERS

The validity of the Shares will be passed upon for the Company by
McDermott, Will & Emery, New York, New York. Debevoise & Plimpton has acted as
counsel to the Selling Stockholder in connection with the Offerings and also
acts and may hereafter act as counsel to the Selling Stockholder and its
affiliates, including the Company. The Company has been separately advised by
McDermott, Will & Emery, New York, New York, as to matters between the Company
and the Selling Stockholder relating to the Offerings. Certain legal matters in
connection with the Offerings will be passed upon for the Underwriters by Cahill
Gordon & Reindel (a partnership including a professional corporation), New York,
New York.

EXPERTS

The consolidated financial statements of Valassis Communications, Inc.
incorporated in this Prospectus by reference from Valassis Communications,
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1996 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon, included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

<PAGE>

[Map with caption: "Targeted Marketing."]

[Photograph of factory with caption: "State-of-the-art printing and production
operations."]

[Photograph of computerized workplace with caption: "Sophisticated Information
Systems."]

[Photograph of employee manual and book entitled "The 100 Best Companies to Work
For in America" with caption: "Cohesive, motivated workforce."]

[Photograph of coupons with caption: "Leading package goods marketer."]

<PAGE>

<PAGE>
_____________________________________ _____________________________________

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDER OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................................................... 3
Summary Consolidated Financial Information................................................................. 6
Forward-Looking Statements................................................................................. 7
Risk Factors............................................................................................... 7
Price Range of Common Stock and Dividend Policy............................................................ 9
Use of Proceeds............................................................................................ 10
Capitalization............................................................................................. 10
Selected Consolidated Financial Information................................................................ 11
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 12
Business................................................................................................... 16
Principal and Selling Stockholders......................................................................... 20
Shares Eligible for Future Sale............................................................................ 22
Description of Common Stock................................................................................ 24
Underwriting............................................................................................... 26
Available Information...................................................................................... 28
Incorporation of Certain Documents by Reference............................................................ 28
Legal Matters.............................................................................................. 29
Experts.................................................................................................... 29
</TABLE>

13,000,000 SHARES
[LOGO]

COMMON STOCK

------------------------------
PROSPECTUS
------------------------------

MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

, 1997

_____________________________________ _____________________________________

<PAGE>

[ALTERNATE COVER FOR INTERNATIONAL PROSPECTUS]
SUBJECT TO COMPLETION, DATED JUNE 6, 1997

13,000,000 SHARES
[LOGO]

COMMON STOCK

------------------------

All of the 13,000,000 shares (the 'Shares') of Common Stock of Valassis
Communications, Inc. ('Valassis' or the 'Company') offered hereby are being sold
by Conpress International (Netherlands Antilles) N.V., a Netherlands Antilles
private limited liability company (the 'Selling Stockholder'). See 'Principal
and Selling Stockholders.' The Company will not receive any of the proceeds from
the sale of Shares by the Selling Stockholder. Of the 13,000,000 Shares being
offered hereby, 3,250,000 shares are being offered outside the United States and
Canada (the 'International Offering') by the International Managers and
9,750,000 shares are being offered in the United States and Canada (the 'U.S.
Offering' and, together with the International Offering, the 'Offerings') by the
U.S. Underwriters. The price to public and the underwriting discount per share
are identical for both Offerings and the closings of both Offerings are
conditioned upon one another. See 'Underwriting.'

SEE 'RISK FACTORS' BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
------------------------

[CAPTION]
<TABLE>
UNDERWRITING PROCEEDS TO SELLING
PRICE TO PUBLIC DISCOUNT(1) STOCKHOLDER(2)
<S> <C> <C> <C>
Per Share............................................ $ $ $
Total(3)............................................. $ $ $
</TABLE>

(1) The Company and the Selling Stockholder have agreed to indemnify the U.S.
Underwriters and the International Managers (collectively, the
'Underwriters') against certain liabilities, including liabilities under the
Securities Act of 1933. See 'Underwriting.'
(2) Before deducting estimated expenses of $ payable by the Selling
Stockholder and $ payable by the Company.
(3) The Selling Stockholder has granted to the International Managers and the
U.S. Underwriters 30-day options to purchase an aggregate of 487,500 and
1,462,500 additional shares of Common Stock, respectively, solely to cover
over-allotments, if any. If all such additional shares are purchased, the
total Price to Public, Underwriting Discount and Proceeds to Selling
Stockholder will be $ , $ and $ , respectively. See
'Underwriting.'
------------------------
The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them, and subject to the approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of Shares will be made in New York, New York, on or about
, 1997.
------------------------
MERRILL LYNCH INTERNATIONAL MORGAN STANLEY DEAN WITTER

BEAR, STEARNS INTERNATIONAL LIMITED DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
------------------------
The date of this Prospectus is , 1997.

<PAGE>

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

CERTAIN UNITED STATES TAX
CONSEQUENCES TO NON-U.S. HOLDERS

The following is a general discussion of certain United States Federal
income and estate tax consequences of the ownership and disposition of Common
Stock by a person other than (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in the
United States or under the laws of the United States or of any State or (iii) an
estate or trust whose income is includable in gross income for United States
Federal income tax purposes regardless of its source (referred to hereinafter as
a 'non-U.S. holder').

The discussion is based on provisions of the Internal Revenue Code of 1986,
as amended and administrative and judicial interpretations as of the date
hereof, all of which are subject to change, possibly with retroactive effect.
Furthermore, this discussion does not consider specific facts and
circumstances that may be relevant to a particular holder's tax position.
Prospective purchasers are urged to consult a tax adviser with respect to the
United States Federal income and estate tax consequences of owning and disposing
of Common Stock, as well as any tax consequences under the laws of any other
taxing jurisdiction.

INCOME TAX

Dividends. Generally, dividends paid to a non-U.S. holder of Common Stock
will be subject to U.S. Federal income tax. Except in the case of dividends that
are effectively connected with the holder's conduct of a trade or business
within the United States, this tax is imposed and withheld at the rate of 30% of
the amount of the dividend, unless reduced by an applicable income tax treaty.
Currently, dividends paid to an address in a foreign country are presumed to be
paid to a resident of such country in determining the applicability of a treaty
for such purposes. However, the Internal Revenue Service has issued proposed
regulations which, if adopted, would require a non-U.S. holder to provide
certain certifications under penalties of perjury in order to obtain treaty
benefits.

Except as may be otherwise provided in an applicable income tax treaty,
dividends which are effectively connected with the non-U.S. holder's conduct of
a trade or business within the United States are subject to tax at ordinary
Federal income tax rates, which tax is not collected by withholding (except as
described below under 'Backup Withholding and Information Reporting'). All or
part of any effectively connected dividends received by a foreign corporation
may also, under certain circumstances, be subject to an additional 'branch
profits' tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty. Non-U.S. holders of Common Stock must comply with
certain certification and disclosure requirements to claim an exemption from
withholding under the rules described in this paragraph.

A non-U.S. holder that is eligible for a reduced rate of U.S. withholding
tax pursuant to a tax treaty may obtain a refund of any excess amounts withheld
by filing an appropriate claim for refund with the United States Internal
Revenue Service (the "IRS").

Disposition of Common Stock. Generally, non-U.S. holders will not be
subject to United States Federal income tax (or withholding thereof) in respect
of gain recognized on a disposition of Common Stock unless (i) the gain is
effectively connected with the non-U.S. holder's conduct of a trade or business
within the United States (in which case the 'branch profits' tax described above
may also apply if the holder is a foreign corporation), (ii) in the case of a
non-U.S. holder who is a non-resident alien individual and holds the Common
Stock as a capital asset, such holder is present in the United States for 183 or
more days in the taxable year of the sale and certain other conditions are met
or (iii) the Company is or has been a 'United States real property holding
corporation' for Federal income tax purposes (which the Company does not believe
it has been or is currently) and the non-U.S. holder has held directly or
constructively more than 5% of the outstanding Common Stock within the five-year
period ending on the date of the disposition.

<PAGE>

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

ESTATE TAX

If an individual non-U.S. holder owns, or is treated as owning, Common
Stock at the time of his or her death, such stock would be subject to U.S.
Federal estate tax imposed on the estates of nonresident aliens, in the absence
of a contrary provision contained in any applicable tax treaty.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Dividends. Generally, dividends paid on Common Stock to a non-U.S. holder
at an address outside the United States will be exempt from backup withholding
tax and U.S. information reporting requirements (but not from regular
withholding tax discussed above).

Broker Sales. Payments of proceeds from the sale of Common Stock by a
non-U.S. holder made to or through a foreign office of a broker generally will
not be subject to information reporting or backup withholding. However, certain
foreign offices, including the foreign offices of a U.S. broker, are subject to
information reporting unless the holder certifies its non-U.S. status under
penalties of perjury or otherwise establishes its entitlement to an exemption.
Payments of proceeds from the sale of Common Stock by a non-U.S. holder to or
through a U.S. office of a broker are currently subject to both information
reporting and backup withholding at a rate of 31% unless the holder certifies
its status as a non-U.S. holder under penalties of perjury or otherwise
establishes an exemption.

A non-U.S. holder may obtain a refund of any excess amounts withheld under
the backup withholding rules by filing the appropriate claim or refund with the
IRS.

28
<PAGE>

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

UNDERWRITING

Subject to the terms and conditions set forth in an international purchase
agreement among the Company, the Selling Stockholder and each of the
International Managers (as defined below) (the 'International Purchase
Agreement'), the Selling Stockholder has agreed to sell to each of the
underwriters named below (the 'International Managers'), and each of the
International Managers severally has agreed to purchase, the aggregate number of
shares of Common Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGER SHARES
- --------------------------------------------------------------------------------- ---------

<S> <C>
Merrill Lynch International......................................................
Morgan Stanley & Co. International Limited.......................................
Bear, Stearns International Limited..............................................
Donaldson, Lufkin & Jenrette Securities Corporation..............................
---------
Total....................................................................... 3,250,000
---------
---------
</TABLE>

The Company and the Selling Stockholder have also entered into a purchase
agreement (the 'U.S. Purchase Agreement' and, together with the International
Purchase Agreement, the 'Purchase Agreements') with Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Bear, Stearns &
Co. Inc. and Donaldson, Lufkin & Jenrette Securities Corporation acting as
representatives (the 'U.S. Representatives'), and certain other underwriters
within the United States and Canada (collectively, the 'U.S. Underwriters' and,
together with the International Managers, the 'Underwriters'). Subject to the
terms and conditions set forth in the U.S. Purchase Agreement, the Selling
Stockholder has agreed to sell to the U.S. Underwriters, and the U.S.
Underwriters severally have agreed to purchase, an aggregate of 9,750,000 shares
of Common Stock.

In each Purchase Agreement, the Underwriters named therein have agreed,
subject to the terms and conditions set forth in such Purchase Agreement, to
purchase all of the shares of Common Stock being sold pursuant to such Purchase
Agreement if any of the shares of Common Stock being sold pursuant to such
Purchase Agreement are purchased. Under certain circumstances under the Purchase
Agreements, the commitments of non-defaulting Underwriters may be increased.
Each Purchase Agreement provides that the Selling Stockholder is not obligated
to sell, and the Underwriters named therein are not obligated to purchase, the
shares of Common Stock under the terms of such Purchase Agreement unless all of
the shares of Common Stock to be sold pursuant to such Purchase Agreement are
contemporaneously sold. The sale of Shares to the U.S. Underwriters and the sale
of Shares to the International Managers are conditioned upon each other.

The International Managers have advised the Selling Stockholder that the
International Managers propose to offer the shares of Common Stock to the public
at the public offering price set forth on the cover page of this Prospectus and
to certain dealers at such price less a concession not in excess of $ per
share. The International Managers may allow, and such dealers may reallow, a
discount not in excess of $ per share on sales to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.

The public offering price per share of Common Stock and the underwriting
discount per share of Common Stock are identical for both Offerings.

The Selling Stockholder has granted to the International Managers and the
U.S. Underwriters options to purchase up to an aggregate of 487,500 and
1,462,500 shares of Common Stock, respectively, at the public offering price,
less the underwriting discount. Such options, which will expire 30 days after
the date of this Prospectus, may be exercised solely to cover over-allotments.
To the extent that the Underwriters exercise such options, each of the
Underwriters will have a firm commitment, subject to certain conditions, to
purchase approximately the same percentage of the option shares that the number
of shares to be purchased initially by that Underwriter bears to the 13,000,000
shares of Common Stock initially purchased by the Underwriters.

The Selling Stockholder has been informed that the Underwriters have
entered into an agreement (the 'Intersyndicate Agreement') providing for the
coordination of their activities. Pursuant to the

<PAGE>

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
Intersyndicate Agreement, the U.S. Underwriters and the International
Underwriters are permitted to sell shares of Common Stock to each other.

The Selling Stockholder has been informed that, under the terms of the
Intersyndicate Agreement, the U.S. Underwriters and any dealer to whom they sell
shares of Common Stock will not offer to sell or resell shares of Common Stock
to persons who are non-U.S. or non-Canadian persons or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian persons, and the
International Managers and any bank, broker, or dealer to whom they sell shares
of Common Stock will not offer to sell or resell shares of Common Stock to U.S.
persons or to Canadian persons or to persons they believe intend to resell to
U.S. persons or Canadian persons, except in the case of transactions pursuant to
the Intersyndicate Agreement which, among other things, permits the Underwriters
to purchase from each other and to offer to resell such number of shares of
Common Stock as the selling Underwriter or Underwriters and the purchasing
Underwriter or Underwriters may agree.

Each International Manager agrees that (a) it has not offered or sold and,
for a period of six months following consummation of the Offerings, will not
offer or sell any shares of Common Stock in the United Kingdom except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of their
businesses or otherwise in circumstances which do not constitute an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, (b) it has complied with and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Common Stock in, from or otherwise
involving the United Kingdom and (c) it has only issued or passed on and will
only issue or pass on in the United Kingdom any document received by it in
connection with the sale of shares of Common Stock to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or to a person to whom such document may
otherwise lawfully be issued or passed on.

Each International Manager acknowledges that no action has been or will be
taken in any jurisdiction by such International Manager or the Company that
would permit a public offering of shares of Common Stock, or possession or
distribution of this Prospectus, in preliminary or final form, in any
jurisdiction when, or in any circumstances in which, action for that purpose is
required, other than in the United States. Each International Manager will
comply with all applicable laws and regulations, and make or obtain all
necessary filings, consents or approvals, in each jurisdiction in which such
International Manager purchases, offers, sells or delivers shares of Common
Stock (including, without limitation, any applicable requirements relating to
the delivery of this Prospectus, in preliminary or final form), in each case at
such International Manager's own expense. In connection with sales of and offers
to sell shares of Common Stock made by such International Manager, such
International Manager will furnish to each person to whom any such sale or offer
is made a copy of this Prospectus (in preliminary or final form and as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto).

The Common Stock is traded on the NYSE.

<PAGE>

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

Certain of the Underwriters have been engaged from time to time, and may in
the future be engaged, to perform investment banking and other advisory-related
services to the Company and its affiliates, including the Selling Stockholder,
in the ordinary course of business. In connection with the rendering of such
services in the past, such Underwriters have received customary compensation,
including reimbursement of related expenses.

The International Managers and the U.S. Representatives may also impose a
penalty bid on certain Underwriters and selling group members. This means that
if the International Managers or the U.S. Representatives purchase shares of
Common Stock in the open market to reduce the Underwriters' short position or to
stabilize the price of the Common Stock, they may reclaim the amount of the
selling concession from the Underwriters and selling group members who sold
those shares as part of the Offerings.

<PAGE>

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

AVAILABLE INFORMATION

------------------------

This Prospectus does not constitute an offer to sell or the solicitation of
an offer to buy the Shares in any jurisdiction in which such offer or
solicitation is unlawful. There are restrictions on the offer and sale of the
Shares in the United Kingdom. All applicable provisions of the Public Offers of
Securities Regulations 1995, the Financial Services Act 1986 and the Companies
Act 1985 with respect to anything done by any person in relation to the Shares
in, from, or otherwise involving the United Kingdom must be complied with. See
'Underwriting.'

In this Prospectus, reference to 'dollars' and '$' are to United States
dollars.

------------------------

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company (File No. 1-10991) with the
Commission pursuant to the Exchange Act are incorporated herein by reference:

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.

3. The description of the Common Stock contained in the Registration
Statement on Form 8-A under the Exchange Act dated January 23, 1992.

<PAGE>

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

LEGAL MATTERS

EXPERTS

<PAGE>

<PAGE>
[ALTERNATE BACK COVER FOR INTERNATIONAL PROSPECTUS]

_____________________________________ _____________________________________

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................................................... 4
Summary Consolidated Financial Information................................................................. 7
Forward-Looking Statements................................................................................. 8
Risk Factors............................................................................................... 8
Price Range of Common Stock and Dividend Policy............................................................ 10
Use of Proceeds............................................................................................ 11
Capitalization............................................................................................. 11
Selected Consolidated Financial Information................................................................ 12
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 13
Business................................................................................................... 17
Principal and Selling Stockholders......................................................................... 21
Shares Eligible for Future Sale............................................................................ 23
Description of Common Stock................................................................................ 25
Certain United States Tax Consequences to Non-U.S. Holders................................................. 27
Underwriting............................................................................................... 29
Available Information...................................................................................... 32
Incorporation of Certain Documents by Reference............................................................ 32
Legal Matters.............................................................................................. 33
Experts.................................................................................................... 33
</TABLE>

13,000,000 SHARES
[LOGO]

COMMON STOCK

------------------------------
PROSPECTUS
------------------------------

MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY DEAN WITTER
BEAR, STEARNS INTERNATIONAL LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

, 1997
_____________________________________ _____________________________________

<PAGE>

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fee............................................................................ $124,866
NASD fee.................................................................................... 30,500
Blue Sky fees and expenses.................................................................. 5,000
Transfer agent's fees.......................................................................
Printing and engraving expenses.............................................................
Legal fees and expenses.....................................................................
Accounting fees and expenses................................................................
Miscellaneous...............................................................................
--------
Total............................................................................. $
--------
--------
</TABLE>

Certain of the expenses of the Offerings will be borne by the Selling
Stockholder or one of its affiliates (other than the Company) in accordance with
the registration rights agreement.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the
'Delaware Law') empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

In accordance with the Delaware Law, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of the directors for violations of their fiduciary duty. This
provision eliminates each director's liability to the Company or its respective
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Law or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.

The Company's Restated Certificate of Incorporation and the Amended and
Restated By-Laws provides for indemnification to its directors and such of its
officers, employees and agents as the Board of Directors may determine, from
time to time, to the fullest extent permited by Section 145 of the General
Corporation Law of the State of Delaware.

The Company has obtained directors and officers liability insurance
coverage. The policy insures directors and officers of the Company against loss
arising from claims made against such directors or officers by reason of certain
wrongful acts (as defined), such as errors, misstatements, misleading
statements, acts, omissions, negligence or breaches of duty, but does not
insure such persons against losses arising from claims made against such
directors or officers for the return of certain unauthorized

II-1

<PAGE>

<PAGE>
remunerations, for violations of Section 16(b) of the Securities Exchange Act of
1934, as amended, and for violations of similar laws and certain other matters.

ITEM 16. EXHIBITS.

The File Number of Valassis Communications, Inc., the Registrant (the
'Company'), and for all Exhibits incorporated by reference is 1-10991.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
1.1 -- Form of U.S. Purchase Agreement`D'
-- Form of International Purchase Agreement`D'
3.1 -- Restated Certificate of Incorporation of Valassis Communications, Inc. (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement No. 33-45189)
3.2 -- Amended and Restated By-laws of Valassis Communications, Inc. (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement No. 33-45189)
4.1 -- Indenture between Valassis Communications, Inc. and The Bank of New York, as trustee, relating to the
9.55% Senior Notes due 2003 (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K for
the transition period July 1, 1994 to December 31, 1994)
4.2 -- Form of Indenture between Valassis Communications, Inc. and The Bank of New York, as trustee, relating
to the 8 3/8% Senior Notes due 1997 (incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement No. 33-45285)
4.2(a) -- First Supplemental Indenture dated as of March 31, 1993 (incorporated by reference to Exhibit 10.1(a)
to the Company's 1993 Form 10-K)
4.3 -- Form of Indenture between Valassis Communications, Inc. and The Bank of New York, as trustee, relating
to the 8 7/8% Senior Notes due 1999 (incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement No. 33-45285)
4.3(a) -- First Supplemental Indenture dated as of March 31, 1993 (incorporated by reference to Exhibit 10.2(a)
to the Company's 1993 Form 10-K)
4.4 -- Form of Indenture between Valassis Communications, Inc. and The Bank of New York, as trustee, relating
to the 9 3/8% Senior Subordinated Notes due 1999 (incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement No. 33-45285)
4.4(a) -- First Supplemental Indenture dated as of March 31, 1993 (incorporated by reference to Exhibit 3 to the
Company's Form 8-K dated as of March 31, 1993)
4.5 -- Credit Agreement dated as of March 6, 1992 (the 'Credit Facility'), among Valassis Communications,
Inc., the institutions named therein, the institutions named therein as issuing banks, Citicorp USA,
Inc., as agent and administrative agent, and Westpac Banking Corporation, as agent (incorporated by
reference to Exhibit 10.3 to the Company's Registration Statement No. 33-45189)
4.5(a) -- Amended and Restated Amendment No. 1 to the Credit Facility, dated as of March 6, 1992 (incorporated
by reference to Exhibit 10.3(a) to the Company's Registration Statement No. 33-45189)
4.5(b) -- Amendment No. 2 to the Credit Facility, dated as of May 15, 1992 (incorporated by reference to Exhibit
10.3(b) to the Company's 1992 Form 10-K)
4.5(c) -- Amendment No. 3 to the Credit Facility, dated as of June 10, 1992 (incorporated by reference to
Exhibit 10.3(c) to the Company's 1992 Form 10-K)
4.5(d) -- Amendment No. 4 to the Credit Facility, dated as of August 24, 1992 (incorporated by reference to
Exhibit 10.3(d) to the Company's 1992 Form 10-K)
4.5(e) -- Amended and Restated Credit Agreement dated as of March 31, 1993 (incorporated by reference to Exhibit
10.3(e) to the Company's 1993 Form 10-K)
4.5(f) -- Amendment No. 1 to the Amended and Restated Credit Agreement dated as of July 26, 1993 (incorporated
by reference to Exhibit 10.3(f) to the Company's 1993 Form 10-K)
4.5(g) -- Amended and Restated Credit Agreement dated as of December 29, 1993 (incorporated by reference to
Exhibit 10.4(g) to the Company's 1994 Form 10-K)
4.5(h) -- Amendment No. 4 to the Amended and Restated Credit Agreement dated as of December 29, 1993
(incorporated by reference to Exhibit 10.4(h) to the Company's Form 10-K for the transition period
July 1, 1994 to December 31, 1994)
5.1 -- Opinion of McDermott, Will & Emery regarding the legality of the securities being registered`D'
10.1 -- Employment Agreement, dated January 20, 1992, among David A. Brandon, Valassis Communications, Inc.
and Valassis Inserts, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Registration
Statement No. 33-45189)
</TABLE>

II-2

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
10.1(a) -- Amendment to Employment Agreement and Non Qualified Stock Option Agreement of David A. Brandon dated
as of June 18, 1993 (incorporated by reference to Exhibit 10.4(a) to the Company's 1993 Form 10-K)
10.1(b) -- Amendment to Employment Agreement and Non Qualified Stock Option Agreement of David A. Brandon dated
as of July 9, 1995 (incorporated by reference to Exhibit 10.5(b) to the Company's 1995 Form 10-K)
10.1(c) -- Amendment to Employment Agreement of David A. Brandon dated as of December 22, 1995 (incorporated by
reference to Exhibit 10.5(c) to the Company's 1995 Form 10-K)
10.2 -- Employment Agreement, dated January 20, 1992 among Robert L. Recchia, Valassis Communications, Inc.
and Valassis Inserts, Inc., including amendment dated February 11, 1992 (incorporated by reference to
Exhibit 10.5 to the Company's Registration Statement No. 33-45189)
10.2(a) -- Amendment to Employment Agreement and Non Qualified Stock Option Agreement of Robert Recchia dated
January 2, 1996 (incorporated by reference to Exhibit 10.6(a) to the Company's 1995 Form 10-K)
10.2(b) -- Amendment to Employment Agreement and Non Qualified Stock Option Agreement of Robert Recchia dated
January 3, 1997 (incorporated by reference to Exhibit 10.6(b) of the Company's 1996 Form 10-K)
10.3 -- Employment Agreement, dated January 20, 1992, among Barry P. Hoffman, Valassis Communications, Inc.
and Valassis Inserts, Inc., including amendment dated February 11, 1992 (incorporated by reference to
Exhibit 10.6 to the Company's Registration Statement No. 33-45189)
10.3(a) -- Amendment to Employment Agreement and Non Qualified Stock Option Agreement of Barry P. Hoffman dated
December 19, 1995 (incorporated by reference to Exhibit 10.7(a) to the Company's 1995 Form 10-K)
10.4 -- 1992 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibits 4.1 and 4.2 to the
Company's Form S-8 filed on February 17, 1993, No. 33-59670)
10.5 -- Valassis Inserts, Inc. Employees' 401(k) Retirement Savings Plan (incorporated by reference to Exhibit
10.8 to the Company's Registration Statement No. 33-45189)
10.5(a) -- First Amendment of the Valassis Communications, Inc. Employees' 401(k) Retirement Savings Plan
(incorporated by reference to Exhibit 10.9(a) to the Company's 1995 Form 10-K)
10.6 -- Valassis Inserts, Inc. Employees' Profit Sharing Plan (incorporated by reference to Exhibit 10.9 to
the Company's Registration Statement No. 33-45189)
10.6(a) -- First Amendment of the Valassis Communications, Inc. Employees' Profit Sharing Plan (incorporated by
reference to Exhibit 10.10(a) to the Company's 1995 Form 10-K)
10.7 -- Tax Sharing Agreement, dated as of December 31, 1991, among CII Holdings Group, Inc. and each of its
U.S. subsidiaries and Valassis Communications, Inc. (incorporated by reference to Exhibit 10.10 to the
Company's Registration Statement No. 33-45189)
10.8 -- Access Agreement, dated as of December 31, 1991, among Valassis Communications, Inc., Consolidated
Press Holdings Limited and certain of its affiliates (incorporated by reference to Exhibit 10.11 to the
Company's Registration Statement No. 33-45189)
10.9 -- Consolidated Federal Income Tax Liability Allocation Agreement, dated July 1, 1989, between Valassis
Communications, Inc. and certain subsidiaries (incorporated by reference to Exhibit 10.13 to the
Company's Registration Statement No. 33-45189)
10.10 -- Valassis Inserts, Inc. Plant Employees Pension Plan (incorporated by reference to Exhibit 10.14 to the
Company's Registration Statement No. 33-45189)
10.11 -- Employment Agreement among Richard N. Anderson, Valassis Communications, Inc. and Valassis Inserts,
Inc. (incorporated by reference to Exhibit 10.16 to the Company's Registration No. 33-45189)
10.11(a) -- Amendment to Employment Agreement among Richard N. Anderson, Valassis Communications, Inc. and
Valassis Inserts, Inc. (incorporated by reference to Exhibit 10.15(a) to the Company's Form 10-K for
the transition period of July 1, 1994 to December 31, 1994)
10.11(b) -- Amendment to Employment Agreement and Non Qualified Stock Option Agreement of Richard N. Anderson
dated December 15, 1995 (incorporated by reference to Exhibit 10.15(b) to the Company's 1995 Form 10-K)
10.12 -- Employment Agreement among Alan F. Schultz, Valassis Communications, Inc. and Valassis Inserts, Inc.
(incorporated by reference to Exhibit 10.17 to the Company's Registration Statement No. 33-45189)
</TABLE>

II-3

<PAGE>

`D' To be filed by amendment

ITEM 17. UNDERTAKINGS.

(A) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(B) The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(C) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-4

<PAGE>

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Livonia, State of Michigan on June 6, 1997.

VALASSIS COMMUNICATIONS, INC.
By: /S/ DAVID A. BRANDON
____________________________________
DAVID A. BRANDON
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER

Valassis Communications, Inc., a Delaware corporation, and each person
whose signature appears below, constitutes and appoints Barry P. Hoffman and
Robert L. Recchia, and any of them, with full power to act without the others,
such persons's true and lawful attorneys-in-fact, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign this Registration Statement, and
any and all amendments thereto (including, without limitation, post-effective
amendments and any subsequent registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended), and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing necessary or desirable to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact, or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 6, 1997.

<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<C> <S>
/s/ BRIAN M. POWERS Chairman of the Board of Directors
- ------------------------------------------
BRIAN M. POWERS

/s/ DAVID A. BRANDON President and Chief Executive Officer, Director
- ------------------------------------------ (Principal Executive Officer)
DAVID A. BRANDON

/s/ GRAHAM A. CUBBIN Director
- ------------------------------------------
GRAHAM A. CUBBIN

Director
- ------------------------------------------
MARK C. DAVIS

/s/ JON M. HUNTSMAN, JR. Director
- ------------------------------------------
JON M. HUNTSMAN, JR.

/s/ JAMES PACKER Director
- ------------------------------------------
JAMES PACKER

/s/ ROBERT L. RECCHIA Chief Financial Officer and Director
- ------------------------------------------ (Principal Financial and Accounting Officer)
ROBERT L. RECCHIA

/s/ ALAN F. SCHULTZ Chief Operating Officer and Director
- ------------------------------------------
ALAN F. SCHULTZ

/s/ FAITH WHITTLESEY Director
- ------------------------------------------
FAITH WHITTLESEY
</TABLE>

II-5

STATEMENT OF DIFFERENCES
------------------------

The dagger symbol shall be expressed as.... `D'

<PAGE>

<PAGE>
EXHIBIT 23.1

We consent to the reference to our firm under the caption 'Experts' in the
Registration Statement (Form S-3, dated June 6, 1997) and related Prospectus of
Valassis Communications, Inc. for the registration of shares of its common stock
and to the incorporation by reference therein of our report dated February 10,
1997, with respect to the consolidated financial statements and schedule of
Valassis Communications, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

Detroit, Michigan
June 4, 1997
<PAGE>