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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 1, 1999
VALASSIS COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10991 38-2760940
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
19975 Victor Parkway, Livonia, Michigan 48152
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(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code) 734-591-3000
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Item 5. Other Events.
On September 1, 1999, the Board of Directors of Valassis Communications,
Inc. adopted a Stockholder Rights Agreement. Pursuant to General Instruction F
to this Form, the press release of the company dated September 2, 1999 is hereby
incorporated by reference and attached as an exhibit to this Form.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(1) Press Release of Valassis Communications, Inc. dated September 2,
1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VALASSIS COMMUNICATIONS, INC.
Date: September 17, 1999 /s/ Robert L. Recchia
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Name: Robert L. Recchia
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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1 Press Release dated September 2, 1999 1
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Exhibit 99.1
FOR IMMEDIATE RELEASE
I. VALASSIS COMMUNICATIONS ADOPTS SHAREHOLDER
RIGHTS PLAN
Livonia, Mich., September 2, 1999: Valassis Communications, Inc. (NYSE: VCI)
announced today that its Board of Directors adopted a Shareholder Rights Plan
and declared a dividend of one Preferred Stock Purchase Right for each
outstanding share of the Company's common stock. Alan F. Schultz, Chairman of
the Board, President and Chief Executive Officer, noted that the plan was not
created in response to any known takeover effort, but as a prudent management
action that ensures appropriate protection of shareholder rights.
Each Right will entitle shareholders to buy one one-hundredth of a new series of
preferred stock at an exercise price of $170.00. The Rights will be exercisable
only if a person or group not approved by the Board of Directors acquires 15% or
more of Valassis' common stock or announces a tender offer for 15% or more of
the Company's common stock. Valassis will be entitled to redeem the Rights at
$.01 per Right at any time, prior to the expiration of the Rights, before a
person or group acquires 15% or more of the Company's common stock. The Plan
also contains other customary provisions and is similar to plans adopted by many
other companies. Further details of the Shareholder Rights Plan are contained in
a letter that will be mailed to all Valassis Communications shareholders.
The dividend distribution will be made on September 27, 1999 to shareholders of
record on September 15, 1999. In addition, shares issued in certain transactions
after September 15, 1999 will be issued with a related right. The Rights will
expire on September 1, 2009. The distribution of the Rights is not taxable to
shareholders.
The Rights are designed to assure that all Valassis Communications' shareholders
receive fair and equal treatment, and to preserve the long-term value of their
investment in the event of any proposed takeover of the Company. In addition,
the Rights are designed to guard against partial tender offers and other abusive
tactics to gain control of Valassis without maximizing shareholder value.
"The Rights are intended to enable all of our shareholders to realize the long-
term value of their investment in Valassis," said Schultz. "The Rights do not
prevent a proxy contest or a takeover, but should encourage anyone seeking to
acquire Valassis to negotiate with the Board prior to attempting a takeover."
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Valassis Communications, Inc. is an established leader in the marketing services
industry. As a company on the move, Valassis has created a strategic growth plan
to become the nation's premier marketing services firm. Its product line-up
features free-standing newspaper inserts, sampling programs and other
consultative marketing services. Its customer base includes consumer package
goods companies and franchise retail operators in the U.S. and Canada. For more
information, please visit the company web site at www.valassis.com.
To the extent that the contents of this release are forward-looking statements,
they involve risks and uncertainties, such as those described in the Company's
SEC reports, including its 10-K for the year ended December 31, 1998, its 10-Q
for the quarter ended March 31, 1999, and its Registration Statement on Form
S-4, filed with the SEC on March 25, 1999, as amended. Actual results may
materially differ.
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