UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-Q
---------------------------
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For the Quarterly Period Ended June 30, 2001
Transition Report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
Commission File Number: 1-10991
VALASSIS COMMUNICATIONS, INC.
(Exact Name of Registrant
as Specified in its Charter)
Delaware 38-2760940
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
19975 Victor Parkway
Livonia, Michigan 48152
(address of principal executive offices)
Registrant's Telephone Number: (734) 591-3000
-----------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and, (2) has been subject to such filing
requirements for the past 90 days:
Yes X No
--- ---
As of August 7, 2001, there were 53,611,058 shares of the Registrant's Common
Stock outstanding.
Part I - Financial Information
- ------------------------------
Item 1. Financial Statements
VALASSIS COMMUNICATIONS, INC.
Condensed Consolidated Balance Sheets
(dollars in thousands)
June 30, December 31,
Assets 2001 2000
- ------ --------- -----------
(unaudited)
Current assets:
Cash and cash equivalents $ 10,908 $ 11,140
Accounts receivable (less allowance for doubtful
accounts of $2,061 at June 30, 2001 and
$1,322 at December 31, 2000) 103,589 114,554
Inventories:
Raw materials 16,804 10,542
Work in progress 11,366 17,338
Prepaid expenses and other 5,977 10,729
Deferred income taxes 3,356 3,356
--------- ---------
Total current assets 152,000 167,659
--------- ---------
Property, plant and equipment, at cost:
Land and buildings 21,722 21,648
Machinery and equipment 127,605 123,043
Office furniture and equipment 33,392 31,638
Automobiles 1,028 1,117
Leasehold improvements 2,050 1,857
--------- ---------
185,797 179,303
Less accumulated depreciation and amortization (122,615) (119,265)
--------- ---------
Net property, plant and equipment 63,182 60,038
--------- ---------
Intangible assets:
Goodwill 107,756 107,756
Other intangibles 85,347 85,137
--------- ---------
193,103 192,893
Less accumulated amortization (121,742) (120,030)
--------- ---------
Net intangible assets 71,361 72,863
--------- ---------
Equity investments and advances to investees 31,138 18,136
Deferred income taxes 3,938 3,938
Other 5,166 3,083
--------- ---------
Total assets $ 326,785 $ 325,717
========= =========
2
VALASSIS COMMUNICATIONS, INC.
Condensed Consolidated Balance Sheets, Continued
(dollars in thousands, except per share data)
June 30, December 31,
2001 2000
Liabilities and Stockholders' Deficit --------- -----------
- ------------------------------------- (unaudited)
Current liabilities:
Accounts payable $ 70,249 $ 85,671
Accrued interest 3,485 3,919
Accrued expenses 23,752 31,412
Progress billings 34,259 49,029
Income taxes payable 7,665 1,019
--------- ---------
Total current liabilities 139,410 171,050
--------- ---------
Long-term debt 312,006 325,490
Other non-current liabilities -- 1,681
Commitments and contingencies
Stockholders' deficit:
Preferred stock of $.01 par value. Authorized 25,000,000 shares; no shares
issued or outstanding at June 30, 2001 and December 31, 2000
Common stock of $.01 par value. Authorized 100,000,000 shares; issued
62,954,223 at June 30, 2001 and 62,932,556 at December 31, 2000; outstanding
53,286,927 at June 30, 2001 and 53,562,676 at December 31, 2000 630 629
Additional paid-in capital 88,857 87,015
Deferred compensation (3,198) (1,983)
Retained earnings 140,159 73,963
Foreign currency translations (562) (460)
Treasury stock, at cost (9,667,296 shares at June 30, 2001
and 9,369,880 shares at December 31, 2000) (350,517) (331,668)
--------- ---------
Total stockholders' deficit (124,631) (172,504)
--------- ---------
Total liabilities and stockholders' deficit $ 326,785 $ 325,717
========= =========
NOTE: The balance sheet at December 31, 2000 has been derived from the
audited consolidated financial statements at that date but does not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
See accompanying notes to condensed consolidated financial statements.
3
VALASSIS COMMUNICATIONS, INC.
Condensed Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
Quarter Ended Six Months Ended
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues:
Net sales $ 217,192 $ 211,043 $ 444,921 $ 423,031
Other (primarily legal settlement in 2000) 84 42 165 27,091
----------- ----------- ----------- -----------
Total revenues 217,276 211,085 445,086 450,122
----------- ----------- ----------- -----------
Costs and expenses:
Cost of products sold 133,845 129,571 278,905 258,409
Selling, general and administrative 23,130 19,606 46,728 37,880
Loss on investments 687 1,148 1,312 1,812
Amortization of intangible assets 858 711 1,714 1,576
Interest 4,819 5,266 10,532 10,551
----------- ----------- ----------- -----------
Total costs and expenses 163,339 156,302 339,191 310,228
----------- ----------- ----------- -----------
Earnings before income taxes 53,938 54,783 105,895 139,894
Income taxes 20,200 20,400 39,700 52,100
----------- ----------- ----------- -----------
Net earnings $ 33,738 $ 34,383 $ 66,195 $ 87,794
=========== =========== =========== ===========
Net earnings per common share, basic $ 0.63 $ 0.63 $ 1.24 $ 1.59
=========== =========== =========== ===========
Net earnings per common share, diluted $ 0.62 $ 0.62 $ 1.22 $ 1.56
=========== =========== =========== ===========
Shares used in computing net earnings per
share, basic 53,430,534 54,782,687 53,477,624 55,212,423
=========== =========== =========== ===========
Shares used in computing net earnings per
share, diluted 54,418,567 55,820,017 54,423,829 56,237,970
=========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
4
VALASSIS COMMUNICATIONS, INC.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
Six Months Ended
------------------------
June 30, June 30,
2001 2000
--------- ---------
Cash flows from operating activities:
Net earnings $ 66,195 $ 87,794
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 6,572 5,531
Provision for losses on accounts receivable 739 458
Deferred compensation (1,214) (1,799)
(Gain)/loss on sale of property, plant and equipment (88) 43
Stock-based compensation charge 1,585 2,807
Changes in assets and liabilities which increase (decrease) cash flow:
Accounts receivable 10,226 (5,831)
Inventories (290) 3,995
Prepaid expenses and other 4,752 (2,748)
Other liabilities (1,681)
Other assets (1,118) 1,826
Accounts payable (15,420) (13,526)
Accrued expenses and interest (7,394) (1,522)
Income taxes 6,646 7,413
Progress billings (14,770) (23,898)
--------- ---------
Total adjustments (11,455) (27,251)
--------- ---------
Net cash provided by operating activities 54,740 60,543
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (8,092) (3,085)
Proceeds from sale of property, plant and equipment 192 128
Investments and acquisitions (14,528) (7,932)
Other (102) (25)
--------- ---------
Net cash used in investing activities (22,530) (10,914)
--------- ---------
Cash flows from financing activities:
Repayment of long-term debt (1,982)
Borrowings of long-term debt 150,000 --
Net payments under revolving line of credit (163,850) (1,900)
Repurchase of common stock (27,513) (50,672)
Proceeds from the issuance of common stock 8,921 2,660
--------- ---------
Net cash used in financing activities (32,442) (51,894)
--------- ---------
Net decrease in cash (232) (2,265)
Cash at beginning of period 11,140 11,089
--------- ---------
Cash at end of period $ 10,908 $ 8,824
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 8,135 $ 10,480
Cash paid during the period for income taxes $ 33,135 $ 45,135
Non-cash financing activities:
Stock issued under stock-based compensation plan $ 1,585 $ 3,389
See accompanying notes to condensed consolidated financial statements.
5
VALASSIS COMMUNICATIONS, INC.
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the information contained herein reflects all adjustments necessary
for a fair presentation of the information presented. All such adjustments are
of a normal recurring nature. The results of operations for the interim periods
are not necessarily indicative of results to be expected for the fiscal year.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000. Certain amounts for 2000 have been reclassified to
conform to current period classifications.
2. Recent Accounting Pronouncements
--------------------------------
During July 2001, the Financial Accounting Standards Board issued two
statements, Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets", that amend APB Opinion No. 16, "Business Combinations," and supersede
APB Opinion No. 17, "Intangible Assets." The two statements modify the method of
accounting for business combinations entered into after June 30, 2001 and
address the accounting for intangible assets. Beginning January 1, 2002, we
anticipate the Company will no longer amortize its goodwill and intangible
assets, but will, however, evaluate them for impairment annually. We are
currently reviewing the statements to determine their effect on the Company.
3. Contingencies
-------------
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations or liquidity.
4. Long-Term Debt
--------------
On June 6, 2001, the Company issued $150 million of zero coupon convertible
notes due 2021. The net proceeds from such offering were used to repay
outstanding indebtedness under the Credit Facility. The issue price of each note
represents a yield to maturity of 3.0% per year calculated from the issuance
date. In connection with the Company's issuance of its zero coupon convertible
notes, the Company reduced the amount permitted to be borrowed under its
Revolving Credit Facility from $230 million to $125 million.
6
5. Segment Reporting
-----------------
The Company's products are broken into three types, as follows:
1. Mass-Distributed Products - products which provide mass reach at low
cost, including:
- Free-standing inserts (FSI) - four color booklets containing
promotions from multiple advertisers distributed through Sunday
newspapers.
- Run-of-press (ROP) - on-page newspaper promotions
2. Cluster-Targeted Products - products targeted around geographic and
demographic clusters, including:
- Targeted Print and Media Services (TPMS) - formerly Valassis
Impact Promotions and Targeted Sampling & Media Solutions
(polybag samples and advertising), which have recently been
combined into one segment.
3. One-to-One Products - products and services that pinpoint individuals
to build loyalty to a brand, including:
- Customer Relationship Marketing (which includes PreVision)
- Promotion Watch - security consulting
- Non-consolidated investments in Internet promotion companies
The Company has two reportable segments, cooperative free-standing inserts
(FSIs) and cluster-targeted products. These reportable segments are strategic
business units that offer different products and services. They are managed
separately because each business requires different marketing strategies and
caters to a different customer base. Assets are not allocated to reportable
segments and are not used to assess the performance of a segment.
(in millions) Three Months Ended June 30
- ------------- ---------------------------------------------------------
FSI Cluster-Targeted All Others* Total
------ ---------------- ----------- ------
2001
----
Revenues from external customers $147.6 $ 51.7 $ 17.9 $217.2
Intersegment revenues $ - $ - $ - $ -
Depreciation/amortization $ 2.3 $ 0.5 $ 0.5 $ 3.3
Segment profit $ 46.2 $ 7.4 $ 0.2 $ 53.8
2000
----
Revenues from external customers $160.7 $ 28.1 $ 21.9 $210.7
Intersegment revenues $ - $ - $ - $ -
Depreciation/amortization $ 2.3 $ 0.5 $ - $ 2.8
Segment profit $ 46.6 $ 2.9 $ 4.9 $ 54.4
* Segments below the quantitative thresholds are primarily attributable to
three segments of the Company. Those include a customer relationship
marketing segment business, a run-of-press business, and a promotion
security service. None of these segments has met any of the quantitative
thresholds for determining reportable segments.
7
Reconciliations to consolidated financial statement totals are as follows:
Three Months
Ended June 30,
----------------
2001 2000
----- -----
Profit for reportable segments $53.6 $49.5
Profit for other segments 0.2 4.9
Unallocated amounts:
Interest income 0.1 0.4
----- -----
Earnings before taxes $53.9 $54.8
===== =====
Domestic and foreign revenues for each of the three-month periods ended
June 30 were as follows:
2001 2000
------ ------
United States $215.7 $209.3
Canada 1.6 1.8
------ ------
Total $217.3 $211.1
====== ======
(in millions) Six Months Ended June 30
- ------------- ------------------------------------------------------
FSI Cluster-Targeted All Others* Total
------ ---------------- ----------- ------
2001
----
Revenues from external customers $306.6 $106.3 $ 32.1 $445.0
Intersegment revenues $ - $ - $ - $ -
Depreciation/amortization $ 4.6 $ 1.0 $ 1.0 $ 6.6
Segment profit/(loss) $ 92.4 $ 13.5 $ (0.1) $105.8
2000
----
Revenues from external customers $325.0 $ 62.2 $ 35.8 $423.0
Intersegment revenues $ - $ - $ - $ -
Depreciation/amortization $ 4.6 $ 0.9 $ - $ 5.5
Segment profit $ 97.9 $ 7.4 $ 7.5 $112.8
* Segments below the quantitative thresholds are primarily attributable to
three segments of the Company. Those include a customer relationship
marketing segment business, a run-of-press business, and a promotion
security service. None of these segments has met any of the quantitative
thresholds for determining reportable segments.
8
Reconciliations to consolidated financial statement totals are as follows:
Six Months
Ended June 30,
--------------------
2001 2000
------ ------
Profit for reportable segments $105.9 $105.3
(Loss)/Profit for other segments (0.1) 7.5
Unallocated amounts:
Interest income 0.1 0.6
Other income - 26.5
------ ------
Earnings before taxes $105.9 $139.9
====== ======
Domestic and foreign revenues for each of the six-month periods ended June
30 were as follows:
2001 2000
------ ------
United States $442.3 $446.9
Canada 2.8 3.2
------ ------
Total $445.1 $450.1
====== ======
6. Earnings Per Share
------------------
Earnings per common share ("EPS") data were computed as follows:
Three Months
Ended June 30,
----------------------
2001 2000
-------- ---------
Net Earnings $ 33,738 $ 34,383
======== ========
Basic EPS:
Weighted average common shares outstanding 53,431 54,783
======== ========
Earnings per common share - basic $ 0.63 $ 0.63
======== ========
Diluted EPS:
Weighted average common shares outstanding 53,431 54,783
Weighted average shares purchased on exercise of dilutive options 4,602 4,018
Shares purchased with proceeds of options (3,664) (3,000)
Shares contingently issuable 50 19
-------- --------
Shares applicable to diluted earnings 54,419 55,820
======== ========
Earnings per common share - diluted $ 0.62 $ 0.62
======== ========
9
Six Months
Ended June 30,
----------------------
2001 2000
-------- --------
Net Earnings $ 66,195 $ 87,794
======== ========
Basic EPS:
Weighted average common shares outstanding 53,478 55,212
======== ========
Earnings per common share - basic $ 1.24 $ 1.59
======== ========
Diluted EPS:
Weighted average common shares outstanding 53,478 55,212
Weighted average shares purchased on exercise of dilutive options 4,525 3,931
Shares purchased with proceeds of options (3,629) (2,924)
Shares contingently issuable 50 19
-------- --------
Shares applicable to diluted earnings 54,424 56,238
======== ========
Earnings per common share - diluted $ 1.22 $ 1.56
======== ========
7. Subsequent Events
-----------------
On July 27, 2001 a federal court jury returned a verdict against Dennis D.
Garberg & Associates, Inc. d/b/a The Sunflower Group (Sunflower) awarding the
Company $16.6 million which included damages for past and future lost profits.
The lawsuit, brought by the Company against Sunflower in February of 1999,
asserted that Sunflower wrongfully obtained proprietary information from the
Company's newspaper delivered sampling business. The jury found Sunflower liable
for misappropriating the Company's trade secrets and inducing an individual to
breach his duty of loyalty to the Company. The Company will request that the
judge enter a judgment on the verdict. A reasonable estimation of the Company's
ultimate recovery can not be made at this time and the Company has not recorded
any amount in its financial statements.
10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Certain statements under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks and
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following: a
new competitor in the Company's core free-standing insert business and
consequent price war; new technology that would make free-standing inserts less
attractive; a shift in customer preference for different promotional materials,
promotional strategies or coupon delivery methods, including in-store
advertising systems and other forms of coupon delivery; an increase in the
Company's paper costs; or general business and economic conditions. The Company
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Results of Operations
Three Months Ended June 30, 2001 and June 30, 2000
- --------------------------------------------------
Net sales increased 2.9% from $211.0 million for the second quarter of 2000 to
$217.2 million for the second quarter of 2001. Free-standing insert (FSI)
revenues were down from $160.7 million for the quarter ended June 30, 2000 to
$147.6 million for the same quarter of 2001. This decrease is primarily the
result of a reduction in direct response pages as part of a price improvement
strategy, as well as lower levels of e-commerce client participation. Revenues
for cluster-targeted products increased 20.5% to $51.7 million for the quarter,
driven primarily by strong demand in sampling/advertising polybag programs and
solid results from solo inserts. Net sales of the Company included revenues of
$7.5 million from PreVision, which was acquired in August 2000.
Gross profit margin was 38.4% in the second quarter of 2001, down from 38.6% in
the second quarter of 2000. The decline in average pages per book due to our
strategy to reduce direct response pages in an effort to improve pricing
resulted in increased media and print costs on a per-thousand-page basis offset
by lower paper costs. Also, revenue increases in non-FSI products which command
lower margins contributed to the overall decrease.
Selling, general and administrative expenses increased 18.0% from $19.6 million
in the second quarter of 2000 to $23.1 million in the second quarter of 2001.
This increase is primarily the result of the significant SG&A expenses of
PreVision, and initiatives commenced during the later part of 2000 to increase
the sales force.
Net earnings were $33.7 million for the second quarter of 2001 versus $34.4
million for the same period last year.
11
Six Months Ended June 30, 2001 and June 30, 2000
- ------------------------------------------------
For the six months ended June 30, 2001, net sales increased 5.2% to $444.9
million from $423.0 million for the comparable period in 2000. Free-standing
insert (FSI) revenues were down from $325.0 million for the first six months of
2000 to $306.6 million for the first six months of 2001. This decrease is
primarily the result of a reduction in direct response pages as part of a price
improvement strategy, as well as lower levels of e-commerce client
participation. Revenues for cluster-targeted products increased 24.9% to $106.3
million for the six month period, driven primarily by strong demand in
sampling/advertising polybag programs. Net sales of the Company included
revenues of $14.0 million from PreVision, which was acquired in August 2000.
Other revenues decreased to $0.2 million for the six months ended June 30, 2001,
from $27.1 million for the comparable period as a result of the recording of the
settlement of a lawsuit in 2000.
Gross margin decreased to 37.3% for the first six months of 2001, from 39.0% for
the same period in 2000 (excluding the impact of a lawsuit settlement included
in other revenues in the first six months of 2000). The decline in average pages
per book due to our strategy to reduce direct response pages in an effort to
improve pricing resulted in increased media and print costs on a
per-thousand-page basis. Also, revenue increases in non-FSI products which
command lower margins contributed to the overall decrease.
Selling, general and administrative expenses were $46.7 million, versus $37.9
million for the comparable prior-year period. This increase is primarily the
result of the significant SG&A expenses of PreVision, and initiatives commenced
during the later part of 2000 to increase the sales force.
Net earnings were $66.2 million for the six months ended June 30, 2001 versus
$87.8 million for the same period last year. Excluding the impact of the
settlement of a lawsuit in the six months ended June 30, 2000, net earnings
would have decreased by 7.0%.
Financial Condition, Liquidity and Sources of Capital
The Company's liquidity requirements arise mainly from its working capital
needs, primarily accounts receivable, inventory and debt service requirements.
The Company does not offer financing to its customers. FSI customers are
generally billed for 75% of each order eight weeks in advance of the publication
date and are billed for the balance immediately prior to the publication date.
The Company inventories its work in progress at cost while it accrues progress
billings as a current liability at full sales value. Although the Company
receives considerable payments from its customers prior to publication of
promotions, revenue is recognized only upon publication dates. Therefore, the
progress billings on the balance sheet include any profits in the related
receivables and accordingly, the Company can operate with low, or even negative,
working capital.
Cash and cash equivalents totaled $10.9 million at June 30, 2001 versus $11.1
million at December 31, 2000. This was the result of cash provided by operating
activities of $54.7 million, and cash used in investing activities and financing
activities of $22.5 million and $32.4 million, respectively, during the first
six months of 2001.
Cash flow from operating activities decreased from $60.5 million at June 30,
2000 to $54.7 million at June 30, 2001, primarily due to decreased net earnings
for the comparable period.
12
As of June 30, 2001, the Company's debt has been reduced to $312.0, which
consists of $46.2 million under its Revolving Credit Facility and $265.8 million
in public debt. As discussed in Note 3, the Company issued $150 million of zero
coupon convertible notes 2021 in June 2001. The net proceeds from such offering
were used to repay outstanding indebtedness under the Revolving Credit Facility.
The Company intends to use cash generated by operations to meet interest and
principal repayment obligations, for general corporate purposes, to reduce its
indebtedness and from time to time to repurchase stock through the Company's
stock repurchase program.
As of June 30, 2001, the Company had authorization to repurchase an additional
2.0 million shares of its common stock under its existing share repurchase
program.
Management believes that the Company will generate sufficient funds from
operations and will have sufficient lines of credit available to meet currently
anticipated liquidity needs, including interest and required payments of
indebtedness.
Capital Expenditures - The Company operates three printing facilities. Capital
expenditures were $8.1 million for the six month period ended June 30, 2001.
Management expects future capital expenditure requirements of approximately $15
million over each of the next three to five years to meet increased capacity
needs and to replace or rebuild equipment as required. It is expected that
equipment will be purchased using funds provided by operations.
13
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
a. The Company held its Annual Meeting of Stockholders on May 15, 2001.
b. The election of the nominees for directors who will serve for a term to
expire at the next Annual Meeting of Stockholders or until their respective
successors have been duly elected and qualified was voted on by the
stockholders. The nominees, all of whom were elected were: Richard N.
Anderson, Patrick F. Brennan, Seth Goldstein, Brian J. Husselbee, Robert L.
Recchia, Marcella A. Sampson, Alan F. Schultz and Faith Whittlesey. The
Inspector of Election certified the following vote tabulations with respect
thereto:
Director For Withheld Broker Non-Votes
-------- --- -------- ----------------
Richard N. Anderson 43,610,672 4,963,286 0
Patrick F. Brennan 48,545,482 28,476 0
Seth Goldstein 48,544,832 29,126 0
Brian J. Husselbee 48,540,482 33,476 0
Robert L. Recchia 43,578,844 4,995,114 0
Marcella A. Sampson 47,281,357 1,292,601 0
Alan F. Schultz 44,869,519 3,704,839 0
Faith Whittlesey 48,540,332 33,626 0
c. A proposal to re-approve and extend the Company's Executive Restricted
Stock Plan, as amended to satisfy certain Internal Revenue Code
requirements was approved by the stockholders.
The Inspector of Election certified the following vote tabulations:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
44,994,198 3,541,981 37,779 0
d. A proposal to re-approve the Company's Senior Executives Bonus Plan, as
amended to satisfy certain Internal Revenue Code requirements was approved
by the stockholders.
The Inspector of Election certified the following vote tabulations:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
47,872,604 661,473 39,881 0
14
e. A proposal to ratify the selection of Deloitte & Touche LLP, as independent
auditors of the Company for the 2001 fiscal year was approved by the
stockholders.
The Inspector of Election certified the following vote tabulations:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
48,161,430 383,578 28,950 0
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
(4.1) Indenture between Valassis Communications, Inc. and The Bank of New
York dated as of June 6, 2001 relating to its Zero Coupon Convertible
Senior Notes due 2021 (incorporated by reference to Valassis
Communications, Inc.'s Registration Statement No. 333-30254).
(4.2) Form of Zero Coupon Convertible Senior Note due 2021(included in
Exhibit 4.1).
(4.3) Registration Rights Agreement, dated June 6, 2001 between Valassis
Communications, Inc. and Bear, Stearns & Co., Inc. (incorporated by
reference to Valassis Communications, Inc.'s Registration Statement
No. 333-30254).
b. Form 8-K
The Company filed a report on Form 8-K, dated May 24, 2001, announcing its
intent to raise approximately $150 million through an offering of 20-year, zero
coupon convertible senior notes to qualified investors.
15
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.
Dated: August 8, 2001
Valassis Communications, Inc.
(Registrant)
By: /s/ Robert L. Recchia
-------------------------------------
Robert L. Recchia
Executive Vice President and Chief
Financial Officer
Signing on behalf of the
Registrant and as principal
financial and accounting
officer.
16