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): February 13, 2003
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
of incorporation) Identification No)
19975 Victor Parkway, Livonia, Michigan 48152
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(Address of principal executive office)
Registrant's telephone number, including area code: 734-591-3000
Item 2. ACQUISITION AND DISPOSITION OF ASSETS
On February 13, 2003, Valassis announced that it acquired 100% of the capital
stock of NCH Marketing Services, Inc. ("NCH") for $60.0 million cash, paid for
out of existing cash on hand. NCH is the premier coupon processing and promotion
information management company in the United States and worldwide. A private
equity firm, PPM America, via funds managed held approximately 90% of the equity
of NCH with the remaining shares held by management and other minority
shareholders. The management shareholders included NCH's President and Chief
Executive Officer, Brian Husselbee, who owned 3.5% of the equity of NCH and is a
member of the board of directors of Valassis.
A copy of the Company press release related to this event is being filed as an
Exhibit to this Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
7.a. Financial statements of NCH as required under Regulation S-X will be filed
as an amendment to this Form 8-K no later than April 29, 2003.
7.b. Pro forma financial statements of the combined company as required under
Regulation S-X will be filed as an amendment to this Form 8-K no later than
April 29, 2003.
7.c. Exhibits
Exhibit 2.1-- Stock Purchase Agreement by and among Valassis
Communications, Inc., Valassis Coupon Clearing, Inc., as
Buyer and NCH stockholders, collectively, as Sellers and NCH
Marketing Services, Inc. dated February 13, 2003
Exhibit 99.1-- Press Release of Valassis Communications, Inc. dated
February 13, 2003
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 hereunto duly authorized.
VALASSIS COMMUNICATIONS, INC.
By: /s/ Robert L. Recchia
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Robert L. Recchia
Executive Vice President and
Chief Financial Officer
Dated: February 21, 2003