-----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, GmBFb816ip+R7quVX+FAQOEY7P9bzSZS2zbvsYLTxtAKyvjntJL7UOk/waM3ut0c 0y8A58Y4FqgqHlVa4AEJ0w== 0000936392-02-000620.txt : 20020520 0000936392-02-000620.hdr.sgml : 20020520 20020520170747 ACCESSION NUMBER: 0000936392-02-000620 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020520 GROUP MEMBERS: MICHAEL E. TENNENBAUM GROUP MEMBERS: SVIM/MSM, LLC GROUP MEMBERS: SVIM/MSMII, LLC GROUP MEMBERS: TENNENBAUM & CO., LLC 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 13D BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 210 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3105661000 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: 02658047 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 SC 13D 1 a81876sc13d.htm SCHEDULE 13D Anacomp, Inc.
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to
Rule 13d-2(a)

Anacomp, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

03237E108

(CUSIP Number)

Special Value Investment Management, LLC
11100 Santa Monica Boulevard, Suite 210
Los Angeles, California 90025
Attention: Michael E. Tennenbaum
(310) 566-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 10, 2002

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [x].

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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 the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

Page 1 of 10 Pages

 

EXHIBIT 1

Table of Contents

SCHEDULE 13D

         
CUSIP No. 03237E108
      
Page 2 of 10
               
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Special Value Investment Management, LLC (IRS ID # 95-4759860)(1)
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [   ]
  (b)    [   ]
3   SEC USE ONLY
 
4   SOURCE OF FUNDS*

AF
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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 shares
  8   SHARED VOTING POWER
 
915,185 shares
  9   SOLE DISPOSITIVE POWER
 
0 shares
  10   SHARED DISPOSITIVE POWER
 
915,185 shares
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
915,185 shares
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
 		 [   ]
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.71%(2)
14   TYPE OF REPORTING PERSON*
 
IA, OO

(1)    Special Value Investment Management, LLC serves as investment advisor to, inter alia, Special Value Bond Fund, LLC, a Delaware limited liability company (“Fund I”) and Special Value Bond Fund II, LLC, a Delaware limited liability company (“Fund II”), which are the registered holders of a portion of the shares of 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 April 30, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended March 31, 2002, filed on May 15, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Table of Contents

SCHEDULE 13D

         
CUSIP No. 03237E108
      
Page 3 of 10
               
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
SVIM/MSM, LLC (IRS ID # 95-4760193)
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [   ]
  (b)    [   ]
3   SEC USE ONLY
 
4   SOURCE OF FUNDS*
 
AF
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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 shares
  8   SHARED VOTING POWER
 
86,000 shares
  9   SOLE DISPOSITIVE POWER
 
0 shares
  10   SHARED DISPOSITIVE POWER
 
86,000 shares
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
86,000 shares
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
 		 [   ]
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.13%(1)
14   TYPE OF REPORTING PERSON*
 
OO

(1)    Based on 4,030,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of April 30, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended March 31, 2002, filed on May 15, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Table of Contents

SCHEDULE 13D

         
CUSIP No. 03237E108
      
Page 4 of 10
               
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
SVIM/MSMII, LLC, (IRS ID # 52-2263031)
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [   ]
  (b)    [   ]
3   SEC USE ONLY
 
4   SOURCE OF FUNDS*
 
AF
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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 shares
  8   SHARED VOTING POWER
 
819,185 shares
  9   SOLE DISPOSITIVE POWER
 
0 shares
  10   SHARED DISPOSITIVE POWER
 
819,185 shares
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
819,185 shares
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
 		 [   ]
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.33%(1)
14   TYPE OF REPORTING PERSON*
 
OO

(1)    Based on 4,030,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of April 30, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended March 31, 2002, filed on May 15, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Table of Contents

SCHEDULE 13D

         
CUSIP No. 03237E108
      
Page 5 of 10
               
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Michael E. Tennenbaum
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [   ]
  (b)    [   ]
3   SEC USE ONLY
 
4   SOURCE OF FUNDS*

OO
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
 
0 shares
  8   SHARED VOTING POWER
 
915,185 shares
  9   SOLE DISPOSITIVE POWER
 
0 shares
  10   SHARED DISPOSITIVE POWER
 
915,185 shares
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
915,185 shares
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
 		 [   ]
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.71%(1)
14   TYPE OF REPORTING PERSON*
 
IN

(1)    Based on 4,030,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of April 30, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended March 31, 2002, filed on May 15, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Table of Contents

SCHEDULE 13D

         
CUSIP No. 03237E108
      
Page 6 of 10
               
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tennenbaum & Co., LLC (IRS ID #95-4587347)
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [   ]
  (b)    [   ]
3   SEC USE ONLY
 
4   SOURCE OF FUNDS*
 
AF
5   CHECK BOX 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 shares
  8   SHARED VOTING POWER
 
915,185 shares
  9   SOLE DISPOSITIVE POWER
 
0 shares
  10   SHARED DISPOSITIVE POWER
 
915,185 shares
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
915,185 shares
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
 		 [   ]
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.71%(1)
14   TYPE OF REPORTING PERSON*
 
OO

(1)    Based on 4,030,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of April 30, 2002, as reported by Anacomp, Inc. in its Form 10-Q for the quarterly period ended March 31, 2002, filed on May 15, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Table of Contents

Page 7 of 10

Item 1. Security and Issuer.

     This Statement on Schedule 13D (this “Statement”) relates to shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”) of Anacomp, Inc., an Indiana corporation (the “Issuer”). The address of Issuer’s principal executive offices is 12365 Crosthwaite Circle, Poway, California 92064.

Item 2. Identity and Background.

     (a)  This Statement is being filed by Special Value Investment Management, LLC, a Delaware limited liability company (“SVIM”), SVIM/MSM, LLC, a Delaware limited liability company (“SVIM/MSM”), 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”). SVIM, SVIM/MSM, SVIM/MSMII, Mr. Tennenbaum, and Tennenbaum LLC (together, the “Reporting Persons”) are filing this statement jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and not as separate persons.

     (b)  The address of the Reporting Persons’ principal office is located at 11100 Santa Monica Boulevard, Suite 210, Los Angeles, California 90025.

     (c)  The principal business of SVIM is investment advising. Its managing member is Tennenbaum LLC. The principal business of SVIM/MSM is serving as managing member of Special Value Bond Fund, LLC, a Delaware limited liability company (“Fund I”). Its managing member is Tennenbaum LLC. The principal business of SVIM/MSMII is serving as managing member of Special Value Bond Fund II, LLC, a Delaware limited liability company (“Fund II”). Its managing member is Tennenbaum LLC. Mr. Tennenbaum’s principal occupation is serving as managing member of Tennenbaum LLC. The principal business of Tennenbaum LLC is making investments and managing assets. Its managing member is Mr. Tennenbaum.

     (d)  During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations and other minor offenses).

     (e)  During the last five years, none of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

     (f)  Mr. Tennenbaum is a United States Citizen.

Item 3. Source and Amount of Funds or Other Consideration.

     This Statement relates to the acquisition by the Reporting Persons from one or more sellers in the open market of 200,000 shares of Common Stock. The Reporting Persons purchased the 200,000 shares of Common Stock using the sources of funds described in Item 4 of the Cover Pages hereof as follows:

 

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Page 8 of 10

                         
            Number of Shares of        
Date   Reporting Person   Common Stock   Price Per Share
 
 
 
05/10/02
   SVIM/MSM     86,000     $ 29.58  
05/10/02
   SVIM/MSMII     114,000     $ 29.58  

Item 4. Purpose of transaction

     The Reporting Persons acquired the Common Stock of Issuer for investment purposes. The Reporting Persons evaluate their investment in the shares of Common Stock on a continuing basis. The Reporting Persons currently have no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons, however, may at any time and from time to time, review or reconsider their position with respect to any of such matters. The Reporting Persons retain the right to change their investment intent, make further acquisitions of the Issuer’s shares of Common Stock from one or more sellers in the open market or otherwise and/or to dispose of all or a portion of the shares of Common Stock in the open market.

Item 5. Interest in Securities of the Issuer.

     (a)-(b) The shares of Common Stock identified in Item 1 constitute approximately 22.71% of the outstanding shares of Common Stock of the Issuer, based on the 4,030,000 shares reported to be outstanding on April 30, 2002 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. SVIM may be deemed to beneficially own 915,185 shares of Common Stock (22.71% of the 4,030,000 shares outstanding), which includes 86,000 shares which it has shared voting and dispositive power with SVIM/MSM, Mr. Tennenbaum and Tennenbaum LLC, 819,185 shares which it has shared voting and dispositive power with SVIM/MSMII, Mr. Tennenbaum and Tennenbaum LLC, and 10,000 shares which it has shared voting and dispositive power with Mr. Tennenbaum and Tennenbaum LLC; SVIM/MSM may be deemed to beneficially own 86,000 shares of Common Stock (2.13% of the 4,030,000 shares outstanding), which it has shared voting and dispositive power with SVIM, Mr. Tennenbaum and Tennenbaum LLC; SVIM/MSMII may be deemed to beneficially own 819,185 shares of Common Stock (20.33% of the 4,030,000 shares outstanding), which it has shared voting and dispositive power with SVIM, Mr. Tennenbaum and Tennenbaum LLC; Mr. Tennenbaum may be deemed to beneficially own 915,185 shares of Common Stock (22.71% of the 4,030,000 shares outstanding), which includes 86,000 shares which it has shared voting and dispositive power with SVIM, SVIM/MSM and Tennenbaum LLC, 819,185 shares which it has shared voting and dispositive power with SVIM, SVIM/MSMII and Tennenbaum LLC, and 10,000 shares which it has shared voting and dispositive power with SVIM and Tennenbaum LLC; and Tennenbaum LLC may be deemed to beneficially own 915,185 shares of Common Stock (22.71% of the 4,030,000 shares outstanding), which includes 86,000 shares which it has shared voting and dispositive power with SVIM, SVIM/MSM and Mr. Tennenbaum, 819,185 shares which it has shared voting and dispositive power with SVIM, SVIM/MSMII and Mr. Tennenbaum, and 10,000 shares which it has shared voting and dispositive power with SVIM and Mr. Tennenbaum.

     (c)  The following transactions in Common Stock of Anacomp were open market purchases on the Nasdaq OTC Bulletin Board effected by Fund I, Fund II and a separate account managed by SVIM within 60 days prior to the day of this Statement.

 

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Page 9 of 10

                 
    Number of Shares        
Date   of Common Stock   Price Per Share
 
 
3/21/02
     10,160     $ 25.25  
3/21/02
     8,300       25.50  
3/22/02
     5,000       26.25  
3/27/02
     30,225       27.00  
3/28/02
     4,000       27.00  
4/11/02
     45,000       28.4722  
4/11/02
     10,000       28.625  
4/11/02
     10,000       29.125  
5/02/02
     45,000       29.625  
5/03/02
     150,000       29.4875  
5/10/02
     86,000       29.58  
5/10/02
     114,000       29.58  

     (d)  A bond fund 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, 86,000 shares of Class A Common Stock, which is less than 5% of the Class A Common Stock of the Company. Fund II, 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, 819,185 shares of Class A Common Stock, which is more than 5% of the Class A Common Stock of the Company. A separate account, 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, 10,000 shares of Class A Common Stock, which is less than 5% of the Class A Common Stock of the Company.

     (e)  Not applicable.

Item 6. Contracts, arrangements, understandings or relationships with respect to securities of the issuer

     None.

Item 7. Material to be filed as Exhibits.

     Exhibit 1                    Joint Filing Agreement

 

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Page 10 of 10

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 20, 2002   SPECIAL VALUE INVESTMENT MANAGEMENT, LLC,
a Delaware limited liability company
 
    By:   Tennenbaum & Co., LLC
    Its:   Managing Member
 
    SVIM/MSM, 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 20, 2002
 
    MICHAEL E. TENNENBAUM
 
    /s/ MICHAEL E. TENNENBAUM
    Michael E. Tennenbaum
Date: May 20, 2002

 

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Exhibit Index
     
Exhibit 1   Joint Filing Agreement.
EX-1 3 a81876ex1.htm EXHIBIT 1 ex1

 

Exhibit 1

Joint Filing Agreement

     In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Anacomp, Inc., and further agree that this Agreement shall be included as an Exhibit to such joint filing.

     The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate.

     This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

     In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 20th day of May, 2002.
       
  SPECIAL VALUE INVESTMENT MANAGEMENT, LLC,
a Delaware limited liability company
 
  By:   Tennenbaum & Co., LLC
  Its:   Managing Member
 
  SVIM/MSM, 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 20, 2002
 
  MICHAEL E. TENNENBAUM
 
  /s/ MICHAEL E. TENNENBAUM
  Michael E. Tennenbaum
Date: May 20, 2002

 

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