Filed pursuant to Rule 424(b)(3)
Registration No. 333-65824
PROSPECTUS SUPPLEMENT NO. 3 DATED MARCH 5, 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 following represents updated information regarding the
following selling securityholder listed in the selling securityholders table
contained on pages 44-46 of the prospectus.
Principal Amount at
Name and Address Maturity of Notes Number of Shares of Percentage of
Beneficially Owned Percentage of Notes Common Stock That Common Stock
That May Be Sold Outstanding May Be Sold/(1)/ Outstanding/(2)/
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Bear Stearns & Co. Inc./(3)/ $120,870,000 44.42% 1,430,085 2.67%
Attn: Convertible Bond Dept.,
383 Madison Avenue
4th Floor
New York, NY 10179
Any other holder of notes or $ 20,000,000 7.35% 236,632 0.44%
future transferee, pledgee,
donee or successor of any
holder/(4)(5)/
/(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)/ Bear Stearns lead-managed the offering of the notes. Bear Stearns also
lead-managed the offering of Valassis's 6 5/8% Senior Notes due 2009, which were
issued on January 7, 1999.
/(4)/ Information about other selling securityholders will be set forth in
prospectus supplements, if required.
/(5)/ 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.
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The date of this prospectus supplement is March 5, 2002.