SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.: 1 )*
VALASSSIS COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
918866104
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(CUSIP NUMBER)
December 31, 2006
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(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)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Page 2 of 10
CUSIP No. 918866104 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BlackRock, Inc.
(on behalf of its investment advisory subsidiaries - See Item 7)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
5,424,984
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
5,424,984
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,984 (ownership disclaimed pursuant to Rule 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.35%*
12. TYPE OF REPORTING PERSON
HC, CO
IV
*Includes shares held by Master Value Opportunities Trust disclosed
on next page.
Page 3 of 10
CUSIP No. 918866104 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Master Value Opportunities Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
2,949,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,949,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,949,000 (ownership disclaimed pursuant to Rule 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.17%*
12. TYPE OF REPORTING PERSON
*Included in shares disclosed by BlackRock, Inc. on previous page.
Page 4 of 10
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
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VALASSIS COMMUNICATIONS, INC. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
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19975 Victor Parkway
Livonia, MI 48152
ITEM 2 (a) Name of Persons Filing:
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BlackRock, Inc.
(on behalf of its investment advisory subsidiaries - See Item 7)
Master Value Opportunities Trust
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
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BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
Master Value Opportunities Trust
800 Scudders Mill Road
Plainsboro, NJ 08536
ITEM 2 (c) Citizenship:
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See Item 4 of Cover Pages
ITEM 2 (d) Title of Class Securities:
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Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
Page 5 of 10
ITEM 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
13d-2(c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a) (6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a) (19) of the Act,
(d) [X] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [X] Investment Adviser in accordance with Rule 13d-1(b) (1) (ii) (E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b) (ii) (F),
(g) [X] Parent Holding Company or Control Person in accordance with
Rule 13d-1(b) (ii) (G); see Item 7,
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813),
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (J).
ITEM 4 Ownership
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(a) Amount Beneficially Owned:
See Item 9 of Cover Pages.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover pages
Page 6 of 10
ITEM 5 Ownership of Five Percent or Less of a Class.
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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: [ ]
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
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BlackRock, Inc. is a parent holding company for a number of
investment management subsidiaries.(see exhibit A). Certain of
these subsidiaries hold shares of the security which is the
subject of this report. (See Item 7).
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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The following subsidiaries of BlackRock, Inc. are investment advisors
which hold shares of the security being reported;
BlackRock Advisors LLC
BlackRock Investment Management LLC
BlackRock (Channel Islands) Ltd
ITEM 8 Identification and Classification of Members of the Group.
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Not Applicable
ITEM 9 Notice of Dissolution of Group.
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Not Applicable
Page 7 of 10
ITEM 10 Certification
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By signing below each of the undersigned certifies that, to the best
of their 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 such securities and
were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.
Signature.
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After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2007
BlackRock, Inc. (on behalf of its investment advisory subsidiaries)
BlackRock Advisors LLC
BlackRock Investment Management LLC
BlackRock (Channel Islands) Ltd
/s/ Jeffrey Hiller
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Name: Jeffrey Hiller
Title: Attorney-In-Fact*
Master Value Opportunities Trust
/s/ Jeffrey Hiller
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Name: Jeffrey Hiller
Title: Attorney-In-Fact**
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*Signed pursuant to a power of attorney, dated October 4, 2006, included
as Exhibit B to this Schedule 13G filed with the Securities and Exchange
Commission by BlackRock, Inc.
**Signed pursuant to a power of attorney, dated October 9, 2006,
included as Exhibit C to this Schedule 13G filed with the Securities
and Exchange Commission on behalf of Master Value Opportunities
Trust, Inc.
Page 8 of 10
EXHIBIT A
AGREEMENT
The undersigned hereby agree to file a joint statement on Schedule
13G under the Securities Exchange Act of 1934, as amended
(the "Act") in connection with their beneficial ownership of common
stock issued by Valassis Communications Inc..
Each of the undersigned states that it is entitled to individually use
Schedule 13G pursuant to Rule 13d-1(b) of the Act.
Each of the undersigned is responsible for the timely filing of such
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but none is responsible for the completeness or accuracy of the others.
Each of the undersigned agrees that a copy of this agreement shall be
attached as an exhibit to the statement on Schedule 13G, and any
amendments thereto, filed on behalf of each of them.
This agreement applies to any amendments to Schedule 13G.
Date: February 14, 2007
BlackRock, Inc. (on behalf of its investment advisory subsidiaries)
/s/ Jeffrey Hiller
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Name: Jeffrey Hiller
Title: Attorney-In-Fact*
Master Value Opportunities Trust
/s/ Jeffrey Hiller
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Name: Jeffrey Hiller
Title: Attorney-In-Fact**
*Signed pursuant to a power of attorney, dated October 4, 2006, included
as Exhibit B to this Schedule 13G filed with the Securities and Exchange
Commission by BlackRock, Inc.
**Signed pursuant to a power of attorney, dated October 9, 2006,
included as Exhibit C to this Schedule 13G filed with the Securities
and Exchange Commission on behalf of Master Value Opportunities
Trust, Inc.
Page 9 of 10
EXHIBIT B
POWER OF ATTORNEY
The undersigned, BLACKROCK, INC., a corporation
duly organized under the laws of the State of Delaware, on its behalf
and that of its subsidiaries (collectively, the "Company"), does
hereby make, constitute and appoint each of James DesMarais,
Bartholomew Battista, Dan Waltcher, Vincent Tritto, Karen Clark,
Denis Molleur, Alice Pellegrino and Jeffrey Hiller acting
severally, as its true and lawful attorneys-in-fact, for the purpose of,
from time to time, executing in its name and on its behalf, whether
the Company is acting individually or as representative of others, any
and all documents, certificates, instruments, statements, other filings
and amendments to the foregoing (collectively, "documents") determined
by such person to be necessary or appropriate to comply with ownership
or control-person reporting requirements imposed by any United States
or non-United States governmental or regulatory authority,
including without limitation Forms 3, 4,5,13D,13F and 13G and
any amendments to any of the foregoing as may be required to be filed
with the Securities and Exchange Commission, and delivering,
furnishing or filing any such documents with the appropriate
governmental, regulatory authority or other person, and giving and
granting to each such attorney-in-fact power and authority to act in
the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
Any such determination by an attorney-in-fact named herein shall be
conclusively evidenced by such person's execution, delivery, furnishing
or filing of the applicable document.
This power of attorney shall be valid from the date hereof
and remain in full force and effect until either revoked in writing by the
company, or, in respect if any attorney-in-fact named herein, until such
person ceases to be an employee of the Company or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power
of attorney to be executed as of this 4th day of October, 2006.
BLACKROCK, Inc.
By:_/s/ Ralph Schlosstein__________________________________
Name: Ralph Schlosstein
Title: President
Page 10 of 10
EXHIBIT C:
POWER OF ATTORNEY
The undersigned, Master Value Opportunities Trust, Inc., a
corporation duly organized under the laws of the state of Maryland, with
its principal place of business at 800 Scudders Mill Road, Plainsboro,
New Jersey 08536, does hereby make, constitute and appoint Denis Molleur,
Jeffrey Hiller, James DesMarais and Alice A. Pellegrino acting severally,
for it and in its name, place and stead, to execute and cause to be filed
and/or delivered as required under Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") and the regulations thereunder, any
number as appropriate of original, copies, or electronic filings of the
Securities and Exchange Commission Schedule 13D or Schedule 13G
Beneficial Ownership Reports (together with any amendments and joint
filing agreements under Rule 13d-1(k) (1) of the Act, as may be required
thereto) to be filed and/or delivered with respect to any equity security
(as defined in Rule 13d-1(d) under the Act) beneficially owned by the
undersigned and which must be reported by the undersigned pursuant to
Section 13(d) of the Act and the regulations thereunder, and generally to
take such other actions and perform such other things necessary
to effectuate the foregoing as fully in all respects as if the undersigned
could do if personally present. This Power of Attorney shall remain in effect
until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on this 9th day of October, 2006.
Master Value Opportunities Trust, Inc.
By: _/s/Donald C. Burke
Name: Donald C. Burke,
Title: Vice President & Treasurer