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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Valassis Communications, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class Securities)
91886610
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(CUSIP Number)
Neale Martin, Manager, Trustee, Westpac Custodian Nominees Limited
Level 36, 60 Margaret Street
Sydney, New South Wales 2000, Australia 011-612-9-226-2026
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ___.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the
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liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 91886610
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1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westpac Custodian Nominees Limited
No S.S. Or I.R.S. Identification
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) ___
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3. SEC USE ONLY
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4. SOURCE OF FUNDS Not Applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Commonwealth of Australia
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NUMBER OF 7. SOLE VOTING POWER None
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER None
OWNED BY EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER None
PERSON ------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14. TYPE OF REPORTING PERSON
CO
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CONTINUATION PAGES OF AMENDMENT NO. 2 TO SCHEDULE 13D
FILED BY
WESTPAC CUSTODIAN NOMINEES LIMITED
This Amendment No. 3 to the Schedule 13D, dated April 15, 1994, (the
"Schedule 13D") as amended by Amendment No. 1 to the Schedule 13D, dated January
30, 1995 ("Amendment No. 1") and Amendment No. 2 to the Schedule 13D, dated June
20, 1997 ("Amendment No. 2"), previously filed by Westpac Custodian Nominees
Limited ("Westpac Custodian"), is being filed in connection with changes in the
ownership of the stock of Valassis Communications, Inc., a Delaware corporation
(the "Issuer"), resulting from the release of shares of common stock, par value
$.01 per share, of the Issuer from pledges under certain Stock Pledge Agreements
to which Westpac Custodian is a party.
ITEM 1. SECURITY AND ISSUER.
No changes.
ITEM 2. IDENTITY AND BACKGROUND.
No changes.
ITEM 3. SOURCE AND AMOUNT OF CONSIDERATION.
No change except the following:
(c) the remaining 20,173,800 pledged shares were sold by Conpress
International (Netherlands Antilles) N.V. ("CINA") through a secondary offering
which closed on July 8, 1997 and released from the pledges in favor of Westpac
Custodian (see Item 4)
ITEM 4. PURPOSE OF TRANSACTION.
No change except the following:
On July 8, 1997 CINA sold all of its 20,173,800 shares of common
stock of the Issuer through a secondary offering. In connection with this
transaction, a deed of release was delivered on July 8, 1997 by Westpac
Custodian in favor of CINA and Consolidated Press Holdings Limited (the "Deed of
Release") whereby all 20,173,800 shares were released from pledges pursuant to
(i) Stock Pledge Agreement, dated as of June 11, 1997, between CINA, as Pledgor,
and Westpac Custodian, as Trustee, securing indebtedness in connection
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with Cash Advance Facility Agreement, dated June 27, 1996, among Kerry Francis
Bullmore Packer, Consolidated Press Holdings Limited, the Trustee and the
Guarantors, Agent and Lenders named therein, as amended, and (ii) Stock Pledge
Agreement, dated as of June 11, 1997, between CINA as Pledgor, and Westpac
Custodian, as Trustee, securing indebtedness in connection with Syndicated Bill
Facility Agreement, dated as of March 25, 1994, among Consolidated Press
(Finance) Limited, the Trustee and the Guarantors, Agent and Participants named
therein, as amended (collectively, "the Stock Pledge Agreements").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the close of business on July 8, 1997, Westpac Custodian may be
deemed the indirect beneficial owner of 0 shares of common stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Deed of Release the pledges of the remaining
20,173,800 shares of Issuer under the Stock Pledge Agreements has been
terminated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(d) Deed of Release.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and correct.
Date: July 14, 1997
Westpac Custodian Nominees Limited
By: /s/ Aubrey D. Moore
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Name: Aubrey D. Moore
Title: Manager, Compliance
By: /s/ Stephen W. Graham
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Name: Stephen W. Graham
Title: Trustee Securities Supervisor
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July 7, 1997
WESTPAC CUSTODIAN NOMINEES LIMITED
and
CONPRESS INTERNATIONAL (NETHERLANDS ANTILLES) NV
and others
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DEED OF RELEASE OF SECURITY
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BLAKE DAWSON WALDRON
Solicitors
Grosvenor Place
225 George Street
SYDNEY NSW 2000
Tel: 9258 6000
Ref: TED.DJH.418084
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TABLE OF CONTENTS
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Clause Page
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1. INTERPRETATION..........................................................1
1.1 Definitions........................................................1
1.2 General............................................................2
1.3 Headings...........................................................3
2. RELEASE.................................................................3
3. LAW AND JURISDICTION....................................................3
3.1 Governing Law......................................................3
3.2 Submission to Jurisdiction.........................................4
4. GENERAL.................................................................4
4.1 Further Assurance..................................................4
4.2 Attorneys..........................................................4
5. CONSENT AND WAIVER......................................................4
SCHEDULE 1...................................................................5
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DEED OF RELEASE made July 7, 1997
BY:
(1) WESTPAC CUSTODIAN NOMINEES LIMITED ACN 002 861 565 of Level 36, 60
Margaret Street, Sydney NSW as trustee for the Agent and the Participants
and as trustee for the Agent and the Lenders (in the relevant capacity,
the "Chargee");
IN FAVOUR OF:
(2) CONPRESS INTERNATIONAL (NETHERLANDS ANTILLES) NV, a company incorporated
in the Netherlands Antilles of 15 Pietermaai, Curacao, Netherlands
Antilles (the "Chargor"); and
(3) CONSOLIDATED PRESS HOLDINGS LIMITED ACN 008 394 509 of 3rd Floor, 54-58
Park Street, Sydney ("CPH").
RECITALS:
A. The Chargor has given in favour of the Chargee the security described in
schedule 1 (individually and collectively, the "Charges").
B. The Chargee has agreed to release the Charged Property from the security
created by the Charges in accordance with this deed.
THE PARTIES AGREE AND DECLARE AS FOLLOWS:
1. INTERPRETATION
1.1 Definitions
In this deed, unless the context otherwise requires:
"Agent" means Australia and New Zealand Banking Group Limited ACN 005 357
522;
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"Charged Property" means all the property charged or encumbered by the
Charges, which is described in column 4 of schedule 1 beside the
description of the Charges;
"Lenders" means the financial institutions named in schedule 2 to the
Cash Advance Facility Agreement dated 27 June 1996 (as amended) between
KFB Packer as borrower, the Lenders, CPH and the other parties named in
schedule 1 as guarantors, the Chargee as security trustee for the Lenders
and the Agent;
"Participants" means the financial institutions named in schedule 2 to
the Syndicated Bill Facility Agreement dated 25 March 1994 (as amended)
between Consolidated Press (Finance) Limited as borrower, the
Participants, CPH and the other parties named in schedule 1 thereto as
guarantors, the Chargee as security trustee for the Participants and the
Agent;
"Secured Moneys" means all money secured to the Chargee under the
Charges; and
"Transaction Document" means the Charges and each other document or
agreement which secures some or all of the Secured Moneys.
1.2 General
In this deed, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) a reference to an individual or person includes a corporation,
partnership, joint venture, association, authority, trust, state or
government and vice versa;
(c) a reference to any gender includes all genders;
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(d) a reference to a recital, clause or schedule is to a recital, clause
or schedule of or to this deed;
(e) a schedule forms part of this deed;
(f) a reference to any agreement or document is to that agreement or
document (and, where applicable, any of its provisions) as amended,
novated, restated or replaced from time to time;
(g) a reference to any party to this deed or any other document or
arrangement includes that party's executors, administrators,
substitutes, successors and permitted assigns; and
(h) where an expression is defined, another part of speech or
grammatical form of that expression has a corresponding meaning.
1.3 Headings
In this deed, headings are for convenience of reference only and do not
affect interpretation.
2. RELEASE
The Chargee releases the Charged Property from the Charges, but without
otherwise affecting the rights of the Chargee under each Transaction
Document.
3. LAW AND JURISDICTION
3.1 Governing Law
This deed is governed by the law in force in the Australian Capital
Territory.
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3.2 Submission to Jurisdiction
The parties submit to the non-exclusive jurisdiction of the courts
exercising jurisdiction in the Australian Capital Territory and any
courts that may hear appeals from those courts in respect of any
proceedings in connection with this deed.
4. GENERAL
4.1 Further Assurance
The Chargee shall, at the cost and expense of the Chargor, do or cause to
be done anything required to be done to perfect the release of the
Charged Property, including, without limitation, completing any necessary
recordation and filing requirements.
4.2 Attorneys
Each attorney who executes this deed on behalf of a party declares that
the attorney has no notice of any revocation, suspension or variation of
the power of attorney under the authority of which the attorney executes
this deed.
5. CONSENT AND WAIVER
The Security Trustee on its own behalf and on behalf of the Agent
consents, for the benefit of CPH and the Chargor, to the Chargor selling
or agreeing to sell the Charged Property. Any such sale or agreement for
sale shall be deemed not to be a breach of clause 6 of the Stock Pledge
Agreements referred to in column 1 of schedule 1. For the avoidance of
doubt, clause 9.1(e) of the Syndicated Bill Facility (as referred to in
the definition of Participants) or clause 9.1(e) of the Cash Advance
Facility Agreement (as referred to in the definition of Lenders) shall
not apply to a sale of shares under this clause.
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SCHEDULE 1
SECURITIES
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1 2 3 4
Date of Certificate
Charge or Number (if
Description of Charge Mortgage applicable) Property Released
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1. Stock Pledge Agreement 11/6/97 VC-21211 20,173,800 shares
between the Chargor and the of Valassis
Chargee relating to the Communications,
Syndicated Bill Facility Inc.
2. Stock Pledge Agreement 11/6/97 VC-21211 20,173,800 shares
between the Chargor and the of Valassis
Chargee relating to the Communications,
Cash Advance Facility Inc.
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EXECUTED as a deed poll.
SIGNED SEALED AND DELIVERED ) /s/ Lewis E. Love, Jr.
for and on behalf of WESTPAC ) ------------------------------------------
CUSTODIAN NOMINEES LIMITED ) Attorney
by its duly appointed attorney Name (printed): Lewis E.
in the presence of: Love, Jr.
Date of Power
of Attorney: July 2, 1997
/s/ Mary Haggerty
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Witness
Name (printed): Mary Haggerty
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