-------------------------------
/ OMB APPROVAL /
-------------------------------
/ OMB Number: 3235-0145 /
/ Expires: October 31, 2002 /
/ Estimated average burden /
/ hours per response....14.90 /
-------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__5___)*
Valassis Communications
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
918866104
------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 ("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).
SEC 1745 (10-88)
------------------------- ------------------
CUSIP NO. 918866104 Page 2 of 5 Pages
------------------------- ------------------
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ARIEL CAPITAL MANAGEMENT, INC.
# 36-3219058
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
Not Applicable (b) [_]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois Corporation
--------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
Ariel - 5,086,158
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY Ariel - 0
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING Ariel - 5,588,183
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Ariel - 0
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
Ariel - 5,592,908
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
Not Applicable
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Ariel - 5,592,908 / 52,582,850 = 10.636%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON *(SEE INSTRUCTIONS)
12
Ariel - IA
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILING OUT!
* This report is being made on behalf of John W. Rogers, Jr., Chairman and
Chief Executive Officer of Ariel Capital Management, Inc., who may be deemed to
have beneficial ownership of the securities of the issuer. Mr. Rogers disclaims
beneficial ownership of shares held by Ariel Capital Management, Inc.
Date: 12/31/02
-------
Page 3 of 5
Item 1(a) Name of Issuer
Valassis Communications
-------------------------
Item 1(b) Address of Issuer's Principal Executive Offices
19975 Victor Parkway; Livonia, Michigan 48152
-----------------------------------------------------
Item 2(a) Name of Person Filing
Ariel Capital Management, Inc.
------------------------------
Item 2(b) Address of Principal Business Office:
200 E. Randolph Drive, Suite 2900, Chicago, IL 60601
--------------------------------------------
Item 2(c) Citizenship:
an Illinois corporation
-----------------------
Item 2(d) Title of Class of Securities:
Common Stock
-------------
Item 2(e) CUSIP Number
918866104
----------------
Item 3. This statement is filed pursuant to 13d-1(b) or
13d-2(b) and the person filing is an investment
adviser registered under section 203 of the
Investment Advisers Act of 1940.
Item 4. Ownership.
(a) Amount beneficially owned:
(See Page 2, No. 9)
-------------------
Date: 12/31/02
-------
Page 4 of 5
(b) Percent of class:
(See Page 2, No. 11)
--------------------
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
(See Page 2, No. 5)
-------------------
(ii) Shared power to vote or to direct the vote
(See Page 2, No. 6)
-------------------
(ii) Sole power to dispose or to direct the
disposition of (See Page 2, No. 7)
-------------------
(iii) Shared power to dispose or to direct the
disposition of (See Page 2, No. 8)
-------------------
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: [_]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
All securities reported upon this Schedule are owned
by investment advisory clients of Ariel Capital Management,
Inc., no one of which to the knowledge of Ariel Capital
Management, Inc. owns more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
--------------
Item 8. Identification and Classification of Members of the Group.
Not Applicable
---------------
Item 9. Notice of Dissolution of a Group
Not Applicable
--------------
Date: 12/31/02
-------
Page 5 of 5
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
The undersigned hereby agree that this statement is being filed on behalf
of each of them and hereby certify, after reasonable inquiry and to the best of
their knowledge and belief, that the information set forth in this statement is
true, complete and correct.
ARIEL CAPITAL MANAGEMENT, INC.
By: /s/ John W. Rogers, Jr.
---------------------------------
John W. Rogers, Jr.
Chief Investment Officer,
Chief Executive Officer,
and Chairman