-----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, JAEldmA0L1n/yD6jSaP8k3cclMGoAZmV+d1cyzJAtd+7WiXP/8GR/pI8YdeUjCFL xtO8z2Grde4zn4O0ftREaQ== 0000919574-01-000170.txt : 20010214 0000919574-01-000170.hdr.sgml : 20010214 ACCESSION NUMBER: 0000919574-01-000170 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010213 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/A SEC ACT: SEC FILE NUMBER: 005-31380 FILM NUMBER: 1536815 BUSINESS ADDRESS: STREET 1: 12365 CROSTHWAITE CIRCLE CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: 8586799797 MAIL ADDRESS: STREET 1: 12365 CROSTHWAITE CIRCLE CITY: POWAY STATE: CA ZIP: 92064 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/A BUSINESS ADDRESS: STREET 1: 35 EAST 21ST STREET 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/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No.: 9 Name of Issuer: Anacomp, Inc. Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 032371106 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Felix Kozodoy, Magten Asset Management Corp., 35 E. 21st St., New York, New York 10010 (Date of Event which Requires Filing of this Statement) January 31, 2001 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 [ ]. 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 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). 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 O 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: -0- 8. Shared Voting Power: 1,522,441 9. Sole Dispositive Power: -0- 10. Shared Dispositive Power: 1,810,394 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,810,394 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 12.4% 14. Type of Reporting Person IA, CO 3 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 O 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 81,557 8. Shared Voting Power: 1,522,441 9. Sole Dispositive Power: 81,557 10. Shared Dispositive Power: 1,810,394 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,891,951 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 13.0% 14. Type of Reporting Person IN 5 The Schedule 13D was initially filed on June 13, 1996 (collectively, with all amendments thereto, the "Schedule 13D") 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, and (ii) Talton R. Embry ("Embry"; together with Magten, the "Filing Persons"). The Schedule 13D is hereby amended by this Amendment No. 9 as follows: Item 5. Interest in Securities of the Issuer. Item 5 as reported on Schedule 13D is hereby amended and restated in its entirety as follows: (a) Magten has beneficial ownership of an aggregate 1,810,394 shares of Common Stock of the Company. Magten may be deemed to be the beneficial owner of 12.4% of a total of the 14,568,198 shares of Common Stock reported by the Company as outstanding as of November 30, 2000. 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 1,522,441 of the shares of Common Stock owned by these clients and shared dispositive power (with its investment advisory clients and Embry) with respect to the 1,810,394 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 the Investment Advisory 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 81,557 shares of Common Stock owned by such trusts (collectively, the "Pension Trust Shares"). 6 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 3,129,441 shares of Common Stock and constitute approximately 21.5% of the 14,568,198 shares of Common Stock disclosed by the Company as outstanding. 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). (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 and Los Angeles Fire and Police Pension Systems. The beneficiaries of the Pension Trusts, Embry's wife and Embry's minor children have the right to receive dividends from or proceeds from the sale of the Pension Trust Shares. (e) Not applicable. Item 7. Material to be Filed as Exhibits Exhibit A: Joint Filing Agreement. Exhibit B: Schedule of Transactions. 7 Signatures The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. MAGTEN ASSET MANAGEMENT CORP. By: /s/ Talton R. Embry _____________________________ Talton R. Embry Managing Director /s/ Talton R. Embry ____________________________ Talton R. Embry February 7, 2001 8 Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Amendment to Schedule 13D dated February 7, 2001 relating to the Common Stock of Anacomp, Inc. shall be filed on behalf of the undersigned. MAGTEN ASSET MANAGEMENT CORP. By: /s/ Talton R. Embry _____________________________ Talton R. Embry Managing Director By: /s/ Talton R. Embry ____________________________ Talton R. Embry February 7, 2001 9 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 1/18/01 450,000 0.223 1/19/01 310,000 0.293 1/22/01 100,000 0.395 1/23/01 230,000 0.344 1/24/01 35,000 0.2543 1/26/01 50,000 0.18 1/29/01 22,500 0.20 1/30/01 25,000 0.195 1/31/01 15,000 0.19 10 01651001.AZ9 -----END PRIVACY-ENHANCED MESSAGE-----