-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PqLAwAVF8lMbzbk2f2rGyOrS4+X3Eor7bMKp4JDkwuonUAy27KMeFVJD37AY5VL3 SdXj3nhr+sii/OsFXH9Akg== 0000898345-96-000001.txt : 19960614 0000898345-96-000001.hdr.sgml : 19960614 ACCESSION NUMBER: 0000898345-96-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960613 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANACOMP INC CENTRAL INDEX KEY: 0000006260 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 351144230 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31380 FILM NUMBER: 96580655 BUSINESS ADDRESS: STREET 1: 11550 N MERIDIAN ST SUITE 600 CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 3178449666 MAIL ADDRESS: STREET 1: PO BOX 40888 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTEC INC DATE OF NAME CHANGE: 19740314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGTEN ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0000898345 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132925888 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 35 EAST 21ST STREET 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125296612 MAIL ADDRESS: STREET 2: 35 EAST 21ST STREET CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Anacomp, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) CUSIP No. 032371106 (CUSIP Number) Felix Kozodoy Magten Asset Management Corp. 35 East 21st Street New York, New York 10010 (212) 529-6612 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 4, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. Check the following box if a fee is being paid with the statement /x/. (A fee is not required only if the reporting 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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 that Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE SCHEDULE 13D CUSIP No. 032371106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Magten Asset Management Corp. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* 0 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) /x/ 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Report ing Person With 7 Sole Voting Power -0- 8 Shared Voting Power 2,208,603.20 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,888,111.20 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,888,111.20 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 28.9% 14 Type of Reporting Person* IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 032371106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Talton R. Embry 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* 0 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) /x/ 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Report ing Person With 7 Sole Voting Power 39,680.80 8 Shared Voting Power 2,208,603.20 9 Sole Dispositive Power 39,680.80 10 Shared Dispositive Power 2,888,111.20 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,927,792 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 29.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $.01 per share ("Common Stock"), of Anacomp, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 11550 North Meridian Street, P.O. Box 40888, Indianapolis, Indiana 46240. Item 2. Identity and Background. (a) This statement is filed by (i) Magten Asset Management Corp., a Delaware corporation ("Magten") with respect to the shares of Common Stock beneficially owned by investment advisory clients of Magten (the "Investment Advisory Shares"), and (ii) Talton R. Embry ("Embry"; together with Magten, the "Filing Persons"). The sole executive officers and directors of Magten are (i) Embry, (ii) Duane Roberts, ("Roberts") and (iii) Robert Capozzi ("Capozzi"). Embry is the sole stockholder of Magten. (b) The business address of each of Magten, Embry, Roberts and Capozzi is c/o Magten Asset Management Corporation, 35 East 21st Street, New York, New York 10010. (c) Magten is a registered investment adviser and currently is engaged primarily in the business of investing in securities for the accounts of its investment advisory clients. The present principal occupation or employment of each of Embry, Roberts and Capozzi is as a managing director of Magten. Embry also is a director of the Company. (d) None of Magten, Embry, Roberts or Capozzi has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) On September 9, 1993, Magten Asset Management Corp. ("Magten") and Talton R. Embry, without admitting or denying the allegations in a complaint by the Securities and Exchange Commission (the "Commis sion"), consented to the entry of judgments enjoining them from violating (and, in the case of Mr. Embry, aiding and abetting violations of) anti-fraud and other provisions of the Securities and Exchange Act of 1934, the Investment Adviser's Act of 1940 and the Investment Company Act of 1940. The Commission's complaint alleged principally that Mr. Embry failed to advise his clients of certain personal and proprietary trades relevant to the clients' holdings and to comply with certain reporting requirements. As part of the settlement, Mr. Embry made a $1 million payment for the benefit of certain of Magten's clients. At the same time, Mr. Embry, without admitting or denying the allegations in an order filed by the Commission, settled a parallel SEC administrative action against Mr. Embry. In the settlement, Mr. Embry agreed to the appointment, for a period of five years, of an independent consultant approved by the SEC to oversee Mr. Embry's personal securities transactions and to conduct biannual compliance audits of Magten. Gerald Rath, Esq. of the firm of Bingham Dana & Gould, Boston, Massachusetts, has been appointed and approved as the independent consultant. (f) Magten is a Delaware corporation. Embry, Roberts and Capozzi are each citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. On June 4, 1996, Magten acquired beneficial ownership of 2,853,111.20 shares of Common Stock and Embry acquired beneficial ownership of 39,680.80 shares of Common Stock (collectively the "Shares") in exchange for a total of $70,350,000 princi- pal amount of the Company's 15% Senior Subordinated Notes due November 1, 2000, pursuant to the Company's Third Amended Plan of Reorganization, which became effective on May 20, 1996. On behalf of certain investment advisory clients, Magten purchased an additional 35,000 shares on a when-issued basis on May 30, 1995. The net investment cost for the Shares is $24,147,284. The consideration was obtained from the working capital of the accounts managed by Magten. The shares of Common Stock held by one investment advisory client are held in a margin account. Such margin account is maintained at Bear Stearns & Co. and may from time to time have debit balances. Because other securities are held in the margin account, it is not possible to determine the amounts, if any, of margin used with respect to the shares of Common Stock purchased or sold. Currently, the interest rate charged on such margin account is 6.25%. Item 4. Purpose of Transaction. Although Embry is a director of the Company, he and Magten hold the Shares for investment and not with the purpose of changing or influencing the control of the Company. Neither Magten nor Embry has any plan or proposal which relates to or would result in any of the actions enumerated in Item 4 of Schedule 13D, except that (i) the Filing Persons may dispose of some or all of the Shares, or may acquire additional shares of Common Stock for their own accounts or on behalf of Magten's investment advisory clients, from time to time, depending upon the price of the Common Stock, market conditions, evaluation of alternative investments, and other factors. Item 5. Interest in Securities of the Issuer. (a) Magten has beneficial ownership of an aggregate 2,888,111.20 shares of Common Stock of the Company, constituting approximately 28.9% of the 10,000,000 shares of Common Stock believed to be outstanding on June 4, 1996. All of these shares of Common Stock are beneficially owned by investment advisory clients of Magten (collectively, the "Investment Advisory Shares"). Magten has shared voting power (with its investment advisory clients and Embry) with respect to the 2,208,603.20 shares of Common Stock owned by these clients and shared dispositive power (with its investment advisory clients and Embry) with respect to the 2,888,111.20 shares of Common Stock owned by these clients. Magten may be deemed to be the beneficial owner of the Investment Advisory Shares. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, Magten hereby declares that the filing of this Schedule 13D shall not be construed as an admission that it is the beneficial owner of these shares. (b) Embry, as sole stockholder and a Managing Director of Magten, may be deemed to beneficially own all the shares of Common Stock beneficially owned by Magten, as described in Item 5(a) above. Embry, as trustee of four pension trusts for the benefit of current and former employees of Magten including himself (the "Pension Trusts"), also has sole voting and dispositive power with respect to 38,652.80 shares of Common Stock owned by such trusts (collectively, the "Pension Trust Shares"). Embry, has sole voting and investment power with respect to 1,028 shares of Common Stock held by his minor children (collectively, the "Family Shares"). The shares described in Item 5(a) as beneficially owned by Magten with respect to which Embry may be deemed a beneficial owner, together with the additional shares described in this Item 5(b) with respect to which Embry may also be deemed a beneficial owner, aggregate 2,927,792 shares of Common Stock and constitute approximately 29.3% of the 10,000,000 shares of Common Stock of the Company believed to be outstanding on June 4, 1996. Pursuant to Rule 13d-4, Embry hereby declares that the filing of this Schedule 13D shall not be construed as an admission that he is the beneficial owner of the Investment Advisory Shares, the Pension Trust Shares (to the extent such shares exceed his and his wife's pro rata interest as beneficiaries of such trusts) or the Family Shares. (c) Information with respect to all transactions in Common Stock effected by the Filing Persons during the 60-day period day ended the date hereof is set forth in Schedule A to this Schedule 13D and is incorporated by reference herein. (d) The beneficial owners of the Investment Advisory Shares have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of such shares. The following investment advisory clients of Magten have such an interest with respect to more than five percent of the shares of Common Stock: General Motors Employees Domestic Group Pension Trust, Hughes Master Retirement Trust, and Los Angeles Fire and Police Pension Systems - Fund 2525. The beneficiaries of the Pension Trusts and Embry's minor children have the right to receive dividends from or proceeds from the sale of the Pension Trust Shares and Family Shares, respectively. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Magten is a registered investment adviser. Magten has contractual relationships with its clients which authorize it to direct the acquisition and disposition of securities and to direct the vote of such securities through a custodian bank appointed by the client. No contract, arrangement or understanding exists among Magten's clients or between Magten and any of its clients specifically with regard to the Company's securities or between Magten or Embry and any other person. Item 7. Material to be Filed as Exhibits There is filed herewith as Exhibit 1 a Joint Filing Agreement between Magten Asset Management Corporation and Talton R. Embry, dated as of June 13, 1996 as required by Rule 13d-1(f)(1). SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 13, 1996 MAGTEN ASSET MANAGEMENT CORPORATION By: /s/ Talton R. Embry Talton R. Embry Managing Director /s/ Talton R. Embry Talton R. Embry PAGE SCHEDULE A Transactions in Common Stock effected by Magten during the 60-day period ended as of the date hereof. Magten Asset Management Corp. DATE OF NO. OF SHARES PRICE TRANSACTION PURCHASED PER SHARE $8.00 05/30/96 35,000 PAGE JOINT FILING AGREEMENT BETWEEN MAGTEN ASSET MANAGEMENT CORPORATION AND TALTON R. EMBRY AGREEMENT, dated as of June 13, 1996, between Magten Asset Management Corporation ("Magten") and Talton R. Embry ("Embry"). W I T N E S S E T H : WHEREAS, in accordance with Rule 13d-1(f) under the Act, only one Statement and any amendments thereto need be filed whenever two or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or any amendments thereto is filed on behalf of them. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: Magten and Embry, do hereby agree, in accordance with Rule 13d-1 (f) under the Act, to file a Schedule 13D relating to their ownership of the Common Stock, and do hereby further agree that said Agreement shall be filed on behalf of each of them. MAGTEN ASSET MANAGEMENT CORPORATION By: /s/ Talton R. Embry Talton R. Embry Managing Director /s/ Talton R. Embry Talton R. Embry -----END PRIVACY-ENHANCED MESSAGE-----