-----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, NTeMEki3f16GJlBA0ium4nIzDzsqTAsPd+3zGAmsffVPrJgHyrRaOH/SN58UVW+Q HYpPap8Q0xd4yT/LPlSRKg== 0001181431-06-020519.txt : 20060329 0001181431-06-020519.hdr.sgml : 20060329 20060329171227 ACCESSION NUMBER: 0001181431-06-020519 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060329 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060329 DATE AS OF CHANGE: 20060329 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10991 FILM NUMBER: 06719681 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 8-K 1 rrd112646.htm CHANGE IN PLAN AUDITORS Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
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):  03/29/2006
 
VALASSIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-10991
 
DE
  
38-2760940
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
19975 Victor Parkway, Livonia, MI 48152
(Address of principal executive offices, including zip code)
 
734-591-3000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Information to be included in the report

 
Item 4.01.    Changes in Registrant's Certifying Accountant
 
Valassis Communications, Inc. ("Valassis") and the Audit Committee of its Board of Directors determined it was appropriate to review other accounting firms as prospective independent accountants for the Valassis Employees' Retirement Savings Plan (the "Plan") and, as such, issued a request for proposal to several firms in regard to the Plan's audit engagement for the year ended December 31, 2005.

As a result, on March 29, 2006, the Plan engaged Plante & Moran, PLLC ("Plante & Moran") as independent accountants to audit the financial statements of the Plan for the year ended December 31, 2005. As of March 29, 2006, Deloitte & Touche, LLP ("Deloitte") was dismissed as independent accountants of the Plan. The reports of Deloitte regarding the Plan's financial statements as of and for the years ended December 31, 2004 and 2003 did not contain any adverse opinion or disclaimer of opinion or any qualification or modification as to uncertainty, audit scope or accounting principles. In connection with its audits f or the two most recent fiscal years and through March 29, 2006, there have been no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the matter in its reports on the financial statements for such years, and there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K. The Plan furnished Deloitte with a copy of this Current Report on Form 8-K prior to filing it with the Securities and Exchange Commission (the "SEC"). The Plan also requested that Deloitte furnish a letter addressed to the SEC stating whether it agrees with the statements made in this Current Report. Attached hereto as Exhibit 16.1 is a copy of Deloitte's letter dated March 29, 2006, stating its agreement with such statements.

The Plan engaged Plante & Moran as its independent accountants to audit the Plan's financial statements for the year ended December 31, 2005. During the years ended December 31, 2004 and 2003 and through the filing date of this Current Report, neither the Plan nor anyone acting on the Plan's behalf consulted Plante & Moran regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Plan's financial statements; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a "reportable event" described in Item 304(a)(1)(v) of Regulation S-K.

The change in accounting firm described above pertains only to the financial statements of the Plan and does not affect Deloitte's engagement as the independent registered public accounting firm of Valassis.

 
 
Item 9.01.    Financial Statements and Exhibits
 
The exhibit listed below is filed herewith

(d) Exhibits

Exhibit 16.1                Letter from Deloitte & Touche, LLP to the Securities and Exchange Commission dated March 29, 2006.

 

 

Signature(s)
 
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.
 
 
Date: March 29, 2006
     
By:
 
/s/    Robert L. Recchia
               
Robert L. Recchia
               
Executive Vice President and Chief Financial Officer
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-16.1
  
Letter from Deloitte & Touche, LLP to the Securities and Exchange Commission dated March 29, 2006
EX-16.1 2 rrd112646_12722.htm LETTER FROM DELOITTE & TOUCHE, LLP TO THE SECURITIES AND EXCHANGE COMMISSION DATED MARCH 29, 2006 Thoughts for gm planning

Exhibit 16.1

March 29, 2006

Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of Valassis Employees' Retirement Savings Plan's Form 8-K dated March 29, 2006, and have the following comments:

  1. We agree with the statements made in paragraphs two and four.
  2. We have no basis on which to agree or disagree with the statements made in paragraphs one and three.

Yours truly,

/s/ Deloitte & Touche LLP

Detroit, Michigan

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