-----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, WdTIketCQ5W2kxmrlSZv1eWGTaFCG/2STq7Th2BTnchggqXHKxz3OPbK6e29GqDM UM0qHBSXIrdBfTN2F8RX0Q== 0000921530-03-000572.txt : 20030918 0000921530-03-000572.hdr.sgml : 20030918 20030918170122 ACCESSION NUMBER: 0000921530-03-000572 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030918 GROUP MEMBERS: ALCR CORP. GROUP MEMBERS: ANDREW SANDLER GROUP MEMBERS: FOUR JK CORP. GROUP MEMBERS: JOHN KORNREICH GROUP MEMBERS: MICHAEL J. MAROCCO GROUP MEMBERS: MJDM CORP. GROUP MEMBERS: SANDLER ASSOCIATES GROUP MEMBERS: SANDLER ASSOCIATES II, L.P. GROUP MEMBERS: SANDLER CAPITAL MANAGEMENT GROUP MEMBERS: SANDLER OFFSHORE FUND, INC. 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-31380 FILM NUMBER: 03901533 BUSINESS ADDRESS: STREET 1: 15378 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 8587163400 MAIL ADDRESS: STREET 1: 15378 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTEC INC DATE OF NAME CHANGE: 19740314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 sandler13g_090903.txt FORM 13G 09-09-03 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) ANACOMP, INC. ---------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 03237E108 -------------- (CUSIP Number) September 9, 2003 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 13G Page 2 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Management 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 250,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 250,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12 TYPE OF REPORTING PERSON PN CUSIP No. 13G Page 3 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Associates 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 173,750 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 7 SOLE DISPOSITIVE POWER 173,750 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,750 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12 TYPE OF REPORTING PERSON PN CUSIP No. 13G Page 4 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Associates II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 8,750 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 7 SOLE DISPOSITIVE POWER 8,750 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,750 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12 TYPE OF REPORTING PERSON PN CUSIP No. 13G Page 5 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Offshore Fund, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 67,500 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 250,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,500 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.7% 12 TYPE OF REPORTING PERSON CO CUSIP No. 13G Page 6 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MJDM Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 250,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 250,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12 TYPE OF REPORTING PERSON CO CUSIP No. 13G Page 7 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Four JK Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 250,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 250,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12 TYPE OF REPORTING PERSON CO CUSIP No. 13G Page 8 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ALCR Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 250,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 250,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12 TYPE OF REPORTING PERSON CO CUSIP No. 13G Page 9 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Andrew Sandler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 250,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 250,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12 TYPE OF REPORTING PERSON IN CUSIP No. 13G Page 10 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Michael J. Marocco 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 250,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 250,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12 TYPE OF REPORTING PERSON IN CUSIP No. 13G Page 11 of 24 3237E108 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John Kornreich 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 250,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 250,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12 TYPE OF REPORTING PERSON IN CUSIP No. 13G Page 12 of 24 3237E108 SCHEDULE 13G Item 1. (a) Name of Issuer: Anacomp, Inc. (b) Address of Issuer's Principal Executive Offices: 15378 Avenue of Science San Diego, CA 92128 Item 2. 1. (a) Name of Person Filing: Sandler Capital Management (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Capital Management is a registered investment advisor and general partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 2. (a) Name of Person Filing: Sandler Associates ("Sandler Associates") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Associates is a limited partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 3. (a) Name of Person Filing: Sandler Associates II, L.P. ("Sandler Associates II") CUSIP No. 13G Page 13 of 24 3237E108 (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Associates II is a limited partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 4. (a) Name of Person Filing: Sandler Offshore Fund, Inc. ("Sandler Offshore") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Offshore is a corporation organized under the laws of the British Virgin Islands. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 5. (a) Name of Person Filing: MJDM Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: MJDM Corp. is a corporation organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 6. (a) Name of Person Filing: Four JK Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 CUSIP No. 13G Page 14 of 24 3237E108 (c) Citizenship or Place of Organization: Four JK Corp. is a corporation organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 7. (a) Name of Person Filing: ALCR Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: ALCR Corp. is a corporation organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 8. (a) Name of Person Filing: Andrew Sandler (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 9. (a) Name of Person Filing: Michael J. Marocco (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 CUSIP No. 13G Page 15 of 24 3237E108 10. (a) Name of Person Filing: John Kornreich (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 03237E108 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. 1. Sandler Capital Management: (a) Amount beneficially owned: 250,000(1)(2) shares of Common Stock, $0.01 cents par value, of Anacomp, Inc. Reporting Person is managed by a committee (the "Management Committee") consisting of the principal stockholders of ALCR Corp., MJDM Corp., and Four JK Corp. (Andrew Sandler, Michael J. Marocco and John Kornreich). All decisions regarding Sandler Associates, Sandler Associates II and Sandler Offshore's investment in the securities of the Issuer require the consent of the Management Committee. Sandler Capital Management is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 250,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares CUSIP No. 13G Page 16 of 24 3237E108 (iv) Shared power to dispose or to direct the disposition of: 250,000(1)(2) shares 2. Sandler Associates: (a) Amount beneficially owned: 173,750 shares of Common Stock, $0.01 par value, of Anacomp, Inc. (b) Percent of class: 4.3% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 173,750 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 173,750 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 3. Sandler Associates II, L.P.: (a) Amount beneficially owned: 8,750 shares of Common Stock, $0.01 par value, of Anacomp, Inc. (b) Percent of class: 0.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 8,750 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 8,750 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 4. Sandler Offshore Fund, Inc. (a) Amount beneficially owned: 67,500 shares of Common Stock, $0.01 par value, of Anacomp, Inc. CUSIP No. 13G Page 17 of 24 3237E108 (b) Percent of class: 1.7% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 67,500 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 67,500 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 5. ALCR Corp.: (a) Amount beneficially owned: 250,000(1)(2) shares of Common Stock, $0.01 par value, of Anacomp, Inc. Reporting Person is a general partner of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 250,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 250,000 (1)(2) shares 6. MJDM Corp.: (a) Amount beneficially owned: 250,000 (1)(2) shares of Common Stock, $0.01 par value, of Anacomp, Inc. Reporting Person is a general partner of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.2% CUSIP No. 13G Page 18 of 24 3237E108 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 250,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 250,000 (1)(2) shares 7. Four JK Corp.: (a) Amount beneficially owned: 250,000 (1)(2) shares of Common Stock, $0.01 par value, of Anacomp, Inc. Reporting Person is a general partner of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 250,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 250,000 (1)(2) shares 8. Andrew Sandler: (a) Amount beneficially owned: 250,000 (1)(2) shares of Common Stock, $0.01 par value, of Anacomp, Inc. Reporting Person is the sole shareholder of ALCR Corp., a member of the Management Committee of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares CUSIP No. 13G Page 19 of 24 3237E108 (ii) Shared power to vote or to direct the vote: 250,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 250,000 (1)(2) shares 9. Michael J. Marocco: (a) Amount beneficially owned: 250,000 (1)(2) shares of Common Stock, $0.01 par value, of Anacomp, Inc. Reporting Person is the sole shareholder of MJDM Corp., a member of the Management Committee of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 250,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 250,000 (1)(2) shares 10. John Kornreich: (a) Amount beneficially owned: 250,000 (1)(2) shares of Common Stock, $0.01 par value, of Anacomp, Inc. Reporting Person is the majority shareholder of Four JK Corp., a member of the Management Committee of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II, and Sandler Offshore. (b) Percent of class: 6.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 250,000 (1)(2) shares CUSIP No. 13G Page 20 of 24 3237E108 (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 250,000 (1)(2) shares - ------------------------- (1) Includes 173,750, 8,750 and 67,500 shares of Common Stock beneficially owned by Sandler Associates, Sandler Associates II and Sandler Offshore, respectively. (2) The reporting person disclaims beneficial ownership of these securities except to the extent of his/her/its equity interest therein. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. See Item 4. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit A for Joint Filing Agreement. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below each party certifies that, to the best of his, her or its knowledge and belief, the securities referred to above 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 dare not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 13G Page 21 of 24 3237E108 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 18, 2003 SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: September 18, 2003 SANDLER ASSOCIATES By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Title: General Partner Date: September 18, 2003 SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Title: General Partner Date: September 18, 2003 SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky -------------------------- Name: Steven Warshavsky Title: Director CUSIP No. 13G Page 22 of 24 3237E108 Date: September 18, 2003 ALCR CORP. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: September 18, 2003 MJDM CORP. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: September 18, 2003 FOUR JK CORP. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: September 18, 2003 By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Date: September 18, 2003 By: /s/ Michael J. Marocco -------------------------- Name: Michael J. Marocco Date: September 18, 2003 By: /s/ John Kornreich -------------------------- Name: John Kornreich CUSIP No. 13G Page 23 of 24 3237E108 Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Anacomp, Inc. and that this Agreement be included as an Exhibit to such statement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the 18 day of September, 2003. Date: September 18, 2003 SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: September 18, 2003 SANDLER ASSOCIATES By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Title: General Partner Date: September 18, 2003 SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Title: General Partner Date: September 18, 2003 SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky -------------------------- Name: Steven Warshavsky Title: Director Date: September 18, 2003 ALCR Corp. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President CUSIP No. 13G Page 24 of 24 3237E108 Date: September 18, 2003 MJDM Corp. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: September 18, 2003 Four JK Corp. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: September 18, 2003 By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Date: September 18, 2003 By: /s/ Michael J. Marocco -------------------------- Name: Michael J. Marocco Date: September 18, 2003 By: /s/ John Kornreich -------------------------- Name: John Kornreich -----END PRIVACY-ENHANCED MESSAGE-----