-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UeQDmHkwGRfJ+NkpxvtigRof03GosQ3Sx0al7jioRrHLJDnQHVM1IiFZi9IiVXgl 1i+grDrwuHHZ92GJwe8xMQ== 0000950130-02-001551.txt : 20020415 0000950130-02-001551.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950130-02-001551 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALASSIS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000883293 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 382760940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-65824 FILM NUMBER: 02574164 BUSINESS ADDRESS: STREET 1: 19975 VICTOR PARKWAY CITY: LIVONIA STATE: MI ZIP: 48152 BUSINESS PHONE: 3135913000 MAIL ADDRESS: STREET 1: 19975 VICTOR PARKWAY CITY: LIVONIA STATE: MI ZIP: 48152 424B3 1 d424b3.txt PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3) Registration No. 333-65824 PROSPECTUS SUPPLEMENT NO. 4 DATED MARCH 13, 2002 (to prospectus dated August 20, 2001) $272,100,000 [VALASSIS LOGO] Zero Coupon Convertible Senior Notes due 2021 and Common Stock Issuable upon Conversion of the Notes ______________________ This prospectus supplement supplements the prospectus dated August 20, 2001 of Valassis Communications, Inc. relating to the sale by certain of our securityholders (and their transferees, pledgees, donees and successors) of up to $272,100,000 aggregate principal amount at maturity of our zero coupon convertible senior notes due 2021 and the common stock issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supercedes the information contained in the prospectus. The table of selling securityholders contained on pages 44-46 of the prospectus is hereby amended to add the following additional selling securityholder.
Principal Amount at Maturity of Notes Number of Shares of Name and Address Beneficially Owned Percentage of Notes Common Stock That May Percentage of Common That May Be Sold Outstanding Be Sold/(1)/ Stock Outstanding/(2)/ - --------------------------------------------------------------------------------------------------------------------------------- MLQA Convertible Securities $15,600,000 5.73% 184,573 0.35% Arbitrage, Ltd. 800 Scudders Mill Road, Section 2F Plainsboro, NJ 08536 Any other holder of notes or $ 4,400,000 1.62% 52,059 0.10% future transferee, pledgee, donee or successor of any holder/(3)(4)/
/(1)/ Assumes conversion of all of the holder's notes at a conversion rate of 11.8316 shares of common stock per $1,000 principal amount at maturity of the notes. However, this conversion rate will be subject to adjustment as described under "Description of the Notes -- Conversion Rights." As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future. /(2)/ Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using 53,470,108 shares of common stock outstanding as of July 24, 2001. In calculating the percentage of common stock outstanding for each holder, we treated as outstanding that number of shares of common stock issuable upon conversion of all of that particular holder's notes. However, we did not assume the conversion of any other holder's notes. /(3)/ Information about other selling securityholders will be set forth in prospectus supplements, if required. /(4)/ Assumes that any other holders of notes, or any future transferees, pledgees, donees or successors of or from any such other holders of notes do not beneficially own any common stock other than the common stock issuable upon conversion of the notes at the initial conversion rate. Investing in the notes and our common stock involves risks, which are described under "Risk Factors" beginning on page 6 of the prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------------- The date of this prospectus supplement is March 13, 2002
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