UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
VALASSIS COMMUNICATIONS, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
918866104
(CUSIP Number)
May 31, 2010
(Date of Event which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
| | Rule 13d-1(c)
| | Rule 13d-1(d)
CUSIP No. 918866104
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1 NAME OF REPORTING PERSON Hotchkis and Wiley Capital Management, LLC
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-4871957
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
Joint filing (b)| |
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 5 SOLE VOTING POWER 3,117,900
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER 0
EACH
REPORTING ----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER 4,422,231
WITH
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,422,231 shares (Ownership disclaimed pursuant to Section 13d-4
of the 1934 Act)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
___
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.87%
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12 TYPE OF REPORTING PERSON IA
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CUSIP No. 918866104
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1 NAME OF REPORTING PERSON Hotchkis and Wiley Mid-Cap Value Fund
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-4607961
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
Joint filing (b)| |
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER 1,895,700
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER 0
EACH
REPORTING ----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER 1,895,700
WITH
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,895,700 shares
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
___
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8%
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12 TYPE OF REPORTING PERSON IV
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Item 1(a). Name of Issuer:
Valassis Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
19975 Victor Parkway
Livonia, MI 48152
Item 2(a). Name of Person Filing:
(a) Hotchkis and Wiley Capital Management, LLC
(b) Hotchkis and Wiley Mid-Cap Value Fund
Item 2(b). Address of Principal Business Office or, if none, Residence:
(a) 725 S. Figueroa Street 39th Fl, Los Angeles, CA 90017
(b) 725 S. Figueroa Street 39th Fl, Los Angeles, CA 90017
Item 2(c). Citizenship
(a) Delaware
(b) Delaware
Item 2(d). Title of Class of Securities:
Common Shares
Item 2(e). CUSIP Number:
918866104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a)/ / Broker or dealer registered under Section 15 of the
Exchange Act.
(b)/ / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)/ / Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d)/X/ Investment company registered under Section 8 of the
Investment Company Act. (as to 2(a)(b) above)
(e)/X/ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
(E). (as to 2(a)(a) above)
(f)/ / An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g)/ / A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G).
(h)/ / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i)/ / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j)/ / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4(a). Amount beneficially owned:
(a) 4,422,231 (Ownership disclaimed pursuant to Section 13d-4
of the 1934 Act) (includes ownership reported in 4(a)(b) below)
(b) 1,895,700
Item 4(b). Percent of class:
(a) 8.87% (includes ownership reported in 4(b)(b) below)
(b) 3.80%
Item 4(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(a) 3,117,900 (includes ownership reported in 4(c)(i)(b)
below)
(b) 1,895,700
(ii) Shared power to vote or to direct the vote:
(a) 0
(b) 0
(iii) Sole power to dispose or to direct the disposition of:
(a) 4,422,231 (includes ownership reported in 4(c)(iii)(b)
below)
(b) 1,895,700
(iii) Shared power to dispose or to direct the disposition of:
(a) 0
(b) 0
Note that certain of HWCM's clients have retained voting power over
the Common Shares that they beneficially own. Accordingly, HWCM
has the power to dispose of more Common Shares than it can vote.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following
(a)[ ]
(b)[X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: June 10, 2010
Signature: /s/ Tina H. Kodama
Name/Title: Tina H. Kodama
Chief Compliance Officer
The undersigned investment company hereby acknowledges and agrees that a report
on Schedule 13G filed by Hotchkis and Wiley Capital Management, LLC on or about
the date hereof, relating to the Common Stock of Valassis Communications, Inc.
is filed on behalf of the undersigned.
Dated: June 10, 2010
Hotchkis and Wiley Mid-Cap Value Fund
By: /s/ Tina H. Kodama
Tina H. Kodama
Chief Compliance Officer