SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TENNENBAUM MICHAEL E

(Last) (First) (Middle)
2951 28TH STREET, SUITE 1000

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANACOMP INC [ ANCPA.PK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.01 par value/share 02/24/2005 P 368,400 A $16.5 1,522,860(1) I See footnotes (2) and (3)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
TENNENBAUM MICHAEL E

(Last) (First) (Middle)
2951 28TH STREET, SUITE 1000

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TENNENBAUM & CO LLC

(Last) (First) (Middle)
2951 28TH STREET
SUITE 1000

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TENNENBAUM CAPITAL PARTNERS LLC

(Last) (First) (Middle)
2951 28TH STREET
SUITE 1000

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SVIM MSM II LLC

(Last) (First) (Middle)
2951 28TH STREET
SUITE 1000

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Includes stock options representing 375 shares that are currently exercisable or exercisable within 60 days of the date hereof.
2. By reason of (i) the position of Tennenbaum Capital Partners, LLC ("TCP") as investment advisor to Special Value Bond Fund, LLC ("Fund I"), Special Value Bond Fund II, LLC ("Fund II"), Special Value Absolute Return Fund, LLC, and a separate account managed by TCP, (ii) the position of Tennenbaum & Co., LLC ("TCO") as managing member of TCP and (iii) the position of Michael E. Tennenbaum as managing member of TCO, each of TCP, TCO and Mr. Tennenbaum may be deemed to share the powers of voting and disposition of 1,522,860 shares of the common stock securities described herein. By reason of the position of SVIM/MSM II, LLC as managing member of Fund II, SVIM/MSM II, LLC may be deemed to share the powers of voting and disposition of 1,199,137 shares of the common stock securities described herein. The reporting persons disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.
3. Mr. Tennenbaum is a director may be deemed to be a 10% beneficial owner of the issuer and is filing this Form 4 in both of these capacities pursuant to Instruction 4(b)(v) of Form 4.
Remarks:
Exhibit List - Exhibit 99.1: Limited Power of Attorney granted to David A. Hollander, dated as of April 22, 2003, incorporated by reference to the Power of Attorney filed as an exhibit to the Form 4 filed on January 18, 2005 for Special Value Opportunities Fund LLC.
/s/David A. Hollander as Attorney in-Fact for Michael E. Tennenbaum 02/28/2005
By: Tennenbaum & Co., LLC, /s/David A. Hollander as Attorney in-Fact for Michael E. Tennenbaum, Its: Managing Member 02/28/2005
By:Tennenbam Capital Partners, LLC, By: Tennenbaum & Co., LLC, its: Managing Member, /s/David A. Hollander as Attorney in Fact for Michael E. Tennenbam, Its:Managing Member 02/28/2005
By: SVIM/MCM II, LLC, By: Tennenbam & Co., LLC, its: Managing Member, /s/David A. Hollander as Attorney in-Fact for Michael E. Tennenbaum, Its: Managing Member 02/28/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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