SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2000
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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 jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
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 2. ACQUISITION OR DISPOSITION OF ASSETS
Valassis Data Management, Inc. ("VDM"), a wholly owned subsidiary of
Valassis Communications, Inc. ("VCI"), entered into a Unit Purchase Agreement
dated August 11, 2000 with PreVision Marketing, LLC ("PVM"), PreVision
Marketing, Inc. ("Seller"), Clifford Blake, Deirdre Girard and Deborah Pine (the
"Purchase Agreement"), filed herewith as Exhibit 2.1. The following is a summary
and is qualified in its entirety by reference to the Purchase Agreement.
Pursuant to the Purchase Agreement, VDM acquired 80% of the outstanding
membership interests of PVM from Seller. In exchange for such interests, VDM
paid $30,000,000 in cash and VCI issued 145,137 shares of its unregistered
common stock. In addition, the Purchase Agreement provides for additional
payments contingent on the future pre-tax earnings of PVM through 2003 (and in
certain circumstances, through 2005). The Purchase Agreement also allows the
Seller to require VCI to purchase, on behalf of VDM, the remaining 20% of PVM in
certain circumstances. In addition, VDM may require the Seller to sell the
remaining 20% to VCI, on behalf of VDM, in certain circumstances.
VCI paid the cash portion of the purchase price out of its existing
revolving credit facility with a syndicate of banks, led by Comerica Bank,
Harris Trust and Savings Bank, and the Long-Term Credit Bank of Japan, Ltd.
Chicago Branch.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
2.1 Unit Purchase Agreement.*
99.1 Press Release of the Registrant, dated August 14, 2000.
* The registrant undertakes to file supplementally a copy of any schedule to the
Unit Purchase Agreement to the Securities Exchange Commission upon request.
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SIGNATURES
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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 hereunto duly authorized.
VALASSIS COMMUNICATIONS, INC.
Dated: August 25, 2000 By: /s/ Robert L. Recchia
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Robert L. Recchia
Executive Vice President-Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Unit Purchase Agreement.*
99.1 Press Release of the Registrant, dated August 14, 2000.
* The registrant undertakes to file supplementally a copy of any schedule to the
Unit purchase Agreement to the Securities Exchange Commission upon request.
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