-----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, Phcw9uVEAbvUWUxw6vzPXESVw642ex5yRsloTK6PsbP9OkxZYPz2dUqstmH9/4Ft yaEKY3nbMbdknzAaLlz0nA== 0000936392-02-000523.txt : 20020507 0000936392-02-000523.hdr.sgml : 20020507 ACCESSION NUMBER: 0000936392-02-000523 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020507 GROUP MEMBERS: MICHAEL E. TENNENBAUM GROUP MEMBERS: SVIM/MSMII, LLC GROUP MEMBERS: TENNENBAUM & CO., LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31380 FILM NUMBER: 02636959 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: SPECIAL VALUE INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001169553 IRS NUMBER: 954759860 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 210 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3105661000 SC 13G/A 1 a81356a2sc13ga.htm SCHEDULE 13G AMENDMENT #2 Anacomp, Inc.
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)*

(Amendment No. 2)*

Anacomp, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

03237E108

(CUSIP Number)

May 3, 2002

(Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  o Rule 13d-1(b)
  x Rule 13d-1(c)
  o Rule 13d-1(d)

*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).

Page 1 of 10

 

         
CUSIP No. 03237E108 13G Page 2 of 9 Pages
                 
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Special Value Investment Management, LLC (95-4759860) (1)
2   CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(SEE INSTRUCTIONS)		   (a) o
        (b) o
3   SEC USE ONLY


4   CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:

5 SOLE VOTING POWER:

0
6 SHARED VOTING POWER:

715,185
7 SOLE DISPOSITIVE POWER:

0
8 SHARED DISPOSITIVE POWER:

715,185
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

715,185
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

17.75%(2)
12 TYPE OF PERSON REPORTING (SEE INSTRUCTIONS):

IA, OO

(1)   Special Value Investment Management, LLC serves as investment advisor to, inter alia, Special Value Bond Fund II, LLC, a Delaware limited liability company, which is the registered holder of a portion of the Anacomp common stock beneficially owned by Special Value Investment Management, LLC.
(2)   Based on 4,030,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of January 31, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended December 31, 2001, filed on February 19, 2002.

Page 2 of 10

 

         
CUSIP No. 03237E108 13G Page 3 of 9 Pages
                 
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

SVIM/MSMII, LLC (52-2263031)
2   CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(SEE INSTRUCTIONS)		   (a) o
        (b) o
3   SEC USE ONLY


4   CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:

5 SOLE VOTING POWER:

0
6 SHARED VOTING POWER:

705,185
7 SOLE DISPOSITIVE POWER:

0
8 SHARED DISPOSITIVE POWER:

705,185
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

705,185
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

17.50%(1)
12 TYPE OF PERSON REPORTING (SEE INSTRUCTIONS):

OO

(1)  Based on 4,030,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of January 31, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended December 31, 2001, filed on February 19, 2002.

Page 3 of 10

 

         
CUSIP No. 03237E108 13G Page 4 of 9 Pages
                 
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Michael E. Tennenbaum
2   CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(SEE INSTRUCTIONS)		   (a) o
        (b) o
3   SEC USE ONLY


4   CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:

5 SOLE VOTING POWER:

0
6 SHARED VOTING POWER:

715,185
7 SOLE DISPOSITIVE POWER:

0
8 SHARED DISPOSITIVE POWER:

715,185
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

715,185
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

17.75%(1)
12 TYPE OF PERSON REPORTING (SEE INSTRUCTIONS):

IN

(1)  Based on 4,030,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of January 31, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended December 31, 2001, filed on February 19, 2002.

Page 4 of 10

 

         
CUSIP No. 03237E108 13G Page 5 of 9 Pages
                 
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tennenbaum & Co., LLC (95-4587347)
2   CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(SEE INSTRUCTIONS)		   (a) o
        (b) o
3   SEC USE ONLY


4   CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:

5 SOLE VOTING POWER:

0
6 SHARED VOTING POWER:

715,185
7 SOLE DISPOSITIVE POWER:

0
8 SHARED DISPOSITIVE POWER:

715,185
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

715,185
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

17.75%(1)
12 TYPE OF PERSON REPORTING (SEE INSTRUCTIONS):

OO

(1) Based on 4,030,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of January 31, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended December 31, 2001, filed on February 19, 2002.

Page 5 of 10

 

Item 1(a). Name of Issuer: Anacomp, Inc.
       
Item 1(b). Address of Issuer’s Principal Executive Offices:
12365 Crosthwaite Circle
Poway, California 92064
       
Item 2(a). Name of Persons Filing:

                    This Amendment No. 2 to Statement on Schedule 13G is being filed by Special Value Investment Management, LLC, a Delaware limited liability company (“SVIM”), SVIM/MSMII, LLC, a Delaware limited liability company (“SVIM/MSMII”), Mr. Michael E. Tennenbaum (“Mr. Tennenbaum”), and Tennenbaum & Co., LLC, a Delaware limited liability company (“Tennenbaum LLC”). Tennenbaum LLC is the managing member of SVIM and SVIM/MSMII. Mr. Tennenbaum is the managing member of Tennenbaum LLC.

Item 2(b). Address of Principal Business Office:
11100 Santa Monica Boulevard, Suite 210
Los Angeles, California 90025

Item 2(c). Citizenship:

                    SVIM is a Delaware limited liability company. SVIM/MSMII is a Delaware limited liability company. Mr. Tennenbaum is a United States citizen. Tennenbaum LLC is a Delaware limited liability company.

Item 2(d). Title of Class of Securities:

                    Class A Common Stock, par value $0.01 per share (“Common Stock”), of Anacomp, Inc. (the “Company”).

Item 2(e). CUSIP Number: 03237E108.

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:

         
(a)   o   Broker or dealer registered under Section 15 of the Exchange Act.
(b)   o   Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)   o   Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)   o   Investment company registered under Section 8 of the Investment Company Act.
(e)   o   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)   o   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)   o   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)   o   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)   o   Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Page 6 of 10

 

Item 4. Ownership

(I)    SVIM, TENNENBAUM LLC AND MR. TENNENBAUM:

        (a)    Amount Beneficially Owned: 715,185 shares of Class A Common Stock
 
        (b)    Percent of Class: 17.75%
 
        (c)    Number of Shares as to which such person has:

     
  (i) sole power to vote or to direct the vote: 0
 
  (ii) shared power to vote or to direct the vote: 715,185
 
  (iii) sole power to dispose or to direct the disposition of: 0
 
  (iv) shared power to dispose or to direct the disposition of: 715,185

(II)    SVIM/MSMII:

        (a)    Amount Beneficially Owned: 705,185 shares of Class A Common Stock
 
        (b)    Percent of Class: 17.50%
 
        (c)    Number of Shares as to which such person has:

     
  (i) sole power to vote or to direct the vote: 0
 
  (ii) shared power to vote or to direct the vote: 705,185
 
  (iii) sole power to dispose or to direct the disposition of: 0
 
  (iv) shared power to dispose or to direct the disposition of:705,185

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  o

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

  Special Value Bond Fund II, LLC, a Delaware limited liability company, which is an affiliate of the reporting persons, has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, 705,185 shares of Class A Common Stock, which is more than 5% of the Class A Common Stock of the Company. A separate account that is an affiliate of the reporting persons, has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, 10,000 shares of Class A Common Stock, which is less than 5% of the Class A Common Stock of the Company

Page 7 of 10

 

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:

  Not Applicable.

Item 9. Notice of Dissolution of Group:

  Not Applicable.

Item 10. Certification:

     By signing below I certify that, to the best of my 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 are not held in connection with or as a participant in any transaction having that purpose of effect.

Page 8 of 10

 

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.
     
  SPECIAL VALUE INVESTMENT
MANAGEMENT, LLC, a Delaware limited
liability company
 
  By: Tennenbaum & Co., LLC
  Its: Managing Member
 
  SVIM/MSMII, LLC, a Delaware limited liability
company
 
  By: Tennenbaum & Co., LLC
  Its: Managing Member
 
  TENNENBAUM & CO., LLC, a Delaware limited
liability company
 
  Each of the above by: /s/ Michael E. Tennenbaum
  Name: Michael E. Tennenbaum
  Its: Managing Member
  Date: May 10, 2002
 
  MICHAEL E. TENNENBAUM
/s/ Michael E. Tennenbaum
Michael E. Tennenbaum
Date:   May 10, 2002

Page 9 of 10

 

EXHIBIT INDEX

     Exhibit 1: Joint Filing Agreement dated March 19, 2002 (filed as an exhibit to the Statement on Schedule 13G)

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