-----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, T5Qw6kWwBev8MqVt8fsyrKCTQ9TcuwuqNjwkyBNQNracehKicJca453j0VnDQuy3 Y6Ypw0n1I6sJyZDqldhRiw== 0000936392-02-001604.txt : 20021231 0000936392-02-001604.hdr.sgml : 20021231 20021230195031 ACCESSION NUMBER: 0000936392-02-001604 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021231 GROUP MEMBERS: MICHAEL E. TENNENBAUM GROUP MEMBERS: SVIM/MSM II, 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/A 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31380 FILM NUMBER: 02872768 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/A 1 a86767a2sc13dza.htm SCHEDULE 13D AMENDMENT NO. 2 Anacomp, Inc.
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)
(Amendment No. 2)*

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
(310) 566-1000

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

December 27, 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 8 Pages

 

Table of Contents

         
CUSIP No.   03237E108   SCHEDULE 13D   Page 2 of 8
             
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)        o
(b)        o
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)		 o
         
6 CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware
      7   SOLE VOTING POWER
NUMBER OF       0 shares
SHARES  
BENEFICIALLY   8   SHARED VOTING POWER
OWNED BY       1,115,185 shares
EACH  
REPORTING   9   SOLE DISPOSITIVE POWER
PERSON       0 shares
WITH  
      10   SHARED DISPOSITIVE POWER
          1,115,185 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,115,185 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*		 o
         
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    27.66%(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”), Special Value Bond Fund II, LLC, a Delaware limited liability company (“Fund II”), and Special Value Absolute Return Fund, LLC, a Delaware limited liability company (“Fund III”) 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 4,032,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of December 19, 2002, as reported by Anacomp, Inc. in its Form 10-K for the fiscal year ended September 30, 2002, filed on December 27, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Table of Contents

         
CUSIP No.   03237E108   SCHEDULE 13D   Page 3 of 8
             
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
    SVIM/MSM II, LLC (IRS ID#52-2263031)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)        o
(b)        o
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)		 o
         
6 CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware
      7   SOLE VOTING POWER
NUMBER OF       0 shares
SHARES  
BENEFICIALLY   8   SHARED VOTING POWER
OWNED BY       907,060 shares
EACH  
REPORTING   9   SOLE DISPOSITIVE POWER
PERSON       0 shares
WITH  
      10   SHARED DISPOSITIVE POWER
          907,060 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    907,060 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*		 o
         
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    22.50%(1)
14 TYPE OF REPORTING PERSON
    OO
     
(1)   Based on 4,032,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of December 19, 2002, as reported by Anacomp, Inc. in its Form 10-K for the fiscal year ended September 30, 2002, filed on December 27, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Table of Contents

         
CUSIP No.   03237E108   SCHEDULE 13D   Page 4 of 8
             
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)        o
(b)        o
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)		 o
         
6 CITIZENSHIP OR PLACE OF ORGANIZATION
    United States
      7   SOLE VOTING POWER
NUMBER OF       0 shares
SHARES  
BENEFICIALLY   8   SHARED VOTING POWER
OWNED BY       1,115,185 shares
EACH  
REPORTING   9   SOLE DISPOSITIVE POWER
PERSON       0 shares
WITH  
      10   SHARED DISPOSITIVE POWER
          1,115,185 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,115,185 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*		 o
         
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    27.66%(1)
14 TYPE OF REPORTING PERSON
    IN
     
(1)   Based on 4,032,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of December 19, 2002, as reported by Anacomp, Inc. in its Form 10-K for the fiscal year ended September 30, 2002, filed on December 27, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Table of Contents

         
CUSIP No.   03237E108   SCHEDULE 13D   Page 5 of 8
             
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)        o
(b)        o
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)		 o
         
6 CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware
      7   SOLE VOTING POWER
NUMBER OF       0 shares
SHARES  
BENEFICIALLY   8   SHARED VOTING POWER
OWNED BY       1,115,185 shares
EACH  
REPORTING   9   SOLE DISPOSITIVE POWER
PERSON       0 shares
WITH  
      10   SHARED DISPOSITIVE POWER
          1,115,185 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,115,185 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*		 o
         
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    27.66%(1)
14 TYPE OF REPORTING PERSON
    OO
     
(1)   Based on 4,032,000 shares of Class A Common Stock of Anacomp, Inc. outstanding as of December 19, 2002, as reported by Anacomp, Inc. in its Form 10-K for the fiscal year ended September 30, 2002, filed on December 27, 2002.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Item 2. Identity and Background.
Item 4. Purpose of Transaction.
Item 7. Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 2

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Page 6 of 8

               This Amendment No. 2 to Schedule 13D relating to Anacomp, Inc., an Indiana corporation (the “Issuer”), is being filed on behalf of the undersigned to amend the Schedule 13D filed with the Commission on May 20, 2002, as amended by Amendment No. 1 thereto filed with the Commission on June 27, 2002 (together, the “Schedule 13D”). Terms defined in the Schedule 13D and not otherwise defined herein have the same meaning herein as in the Schedule 13D.

Item 2. Identity and Background.

               The information in Item 2 is hereby amended and restated as follows:

               (a) This Statement 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 (“TCO”). SVIM, SVIM/MSMII, Mr. Tennenbaum and TCO (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 TCO. 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 TCO. Mr. Tennenbaum’s principal occupation is serving as managing member of TCO. The principal business of TCO 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 4. Purpose of Transaction.

               The information in Item 4 is hereby amended and restated as follows:

               On December 27, 2002, the Reporting Persons submitted a notice to the Issuer which, as subsequently amended, nominated a slate of directors for election at the Issuer’s 2003 Annual Meeting of Shareholders. The amended notice is attached hereto as Exhibit 2 and incorporated herein by reference.

               Except as set forth in the attached notice, 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.

 

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Page 7 of 8

Item 7. Exhibits.

               The information in Item 7 is hereby amended and restated as follows:

     
Exhibit 1   Joint Filing Agreement.*
     
Exhibit 2   Notice dated December 27, 2002, as amended, submitted by the Reporting Persons to the Issuer.

*   Previously filed.

 

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Page 8 of 8

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: December 27, 2002   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
         
    MICHAEL E. TENNENBAUM
         
    /s/ Michael E. Tennenbaum
Michael E. Tennenbaum

 

Table of Contents

Exhibit Index

     
Exhibit 1   Joint Filing Agreement.*
     
Exhibit 2   Notice dated December 27, 2002, as amended, submitted by the Reporting Persons to the Issuer.

*   Previously filed.

  EX-2 3 a86767a2exv2.txt EXHIBIT 2 Exhibit 2 SPECIAL VALUE BOND FUND II, LLC C/O SPECIAL VALUE INVESTMENT MANAGEMENT, LLC 11100 SANTA MONICA BOULEVARD, SUITE 210 LOS ANGELES, CALIFORNIA 90025 December 27, 2002 VIA MESSENGER & VIA FACSIMILE (858) 716-3770 Anacomp, Inc. 15378 Avenue of Science San Diego, California 92128-3407 Attn: Secretary This notice is sent in response to the press release issued by Anacomp, Inc. on December 23, 2002 announcing that Anacomp will hold its 2003 Annual Meeting of Shareholders on February 25, 2003. We were surprised to see that you announced the meeting at this time. We understand that, under Anacomp's bylaws, the announcement of the meeting triggers a five-day period during which shareholders may nominate directors for election at the meeting. As a large shareholder of Anacomp, we had hoped to have more of an opportunity to provide input into the composition of the Board of Directors. Nonetheless, as you have advised us that today is the last day to submit a slate of directors for election at the 2003 Annual Meeting, we hereby respectfully nominate the following persons for election as directors: Edward P. Smoot, Jeffrey R. Cramer, Ralph B. Bunje, Jr., Lloyd Miller, Michael E. Tennenbaum, Gary J. Fernandes and David E. Orr. Following is the information required by the Company's bylaws with respect to these nominations: (a) Name and Address of the Shareholder Making the Nominations: Special Value Bond Fund II, LLC c/o Special Value Investment Management, LLC 11100 Santa Monica Boulevard, Suite 210 Los Angeles, California 90025 Name and Address of the Persons to be Nominated: See Schedule 1 attached hereto. (b) Special Value Bond Fund II, LLC ("SVBFII") hereby represents that it is a holder of record of stock of Anacomp entitled to vote for the election of directors on the date hereof and that it intends to appear in person or by proxy at the 2003 Annual Meeting to nominate the persons specified in this notice. (c) Other than an understanding between SVBFII and the nominees that we would be including them in this notice and that they consent to serve as directors of Anacomp if so elected at the 2003 Annual Meeting, there are no arrangements or understandings between SVBFII and any nominee or any other person pursuant to which these nominations are being made. (d) See Schedule 2 attached hereto for information regarding the nominees to be included in the proxy statement filed in connection with the 2003 Annual Meeting. We have not provided any biographical information with respect to the nominees who are currently serving as directors of Anacomp, as we understand that the Company has available all such information. (e) See Schedule 3 attached hereto for the consent of Michael E. Tennenbaum and Gary J. Fernandes to serve as directors of Anacomp if so elected at the 2003 Annual Meeting. Again, we are relying on representations by the Company that they have the necessary consents from all other nominees specified herein. Thank you for your cooperation in this matter. We look forward to working together to ensure Anacomp's continued success in the future. Sincerely, SPECIAL VALUE BOND FUND II, LLC By: SVIM/MSMII, LLC Its: Managing Member SVIM/MSMII, LLC By: Tennenbaum & Co., LLC Its: Managing Member TENNENBAUM & CO., LLC Each of the above by: /s/ Michael E. Tennenbaum ------------------------------------ Name: Michael E. Tennenbaum Its: Managing Member SCHEDULE 1 Name and Address of the Persons to be Nominated Edward P. Smoot c/o Anacomp, Inc. 15378 Avenue of Science San Diego, California 92128-3407 Jeffrey R. Cramer c/o Anacomp, Inc. 15378 Avenue of Science San Diego, California 92128-3407 Ralph B. Bunje, Jr. c/o Anacomp, Inc. 15378 Avenue of Science San Diego, California 92128-3407 Lloyd Miller c/o Anacomp, Inc. 15378 Avenue of Science San Diego, California 92128-3407 Michael E. Tennenbaum c/o Special Value Investment Management, LLC 11100 Santa Monica Boulevard, Suite 210 Los Angeles, California 90025 Gary J. Fernandes c/o Special Value Investment Management, LLC 11100 Santa Monica Boulevard, Suite 210 Los Angeles, California 90025 David E. Orr c/o Anacomp, Inc. 15378 Avenue of Science San Diego, California 92128-3407 SCHEDULE 2 Information to be Included in Proxy Statement Michael E. Tennenbaum: Michael E. Tennenbaum has been the Managing Member of Tennenbaum & Co., LLC, a private investment firm, since its inception in June 1996. Mr. Tennenbaum currently serves on the Boards of Directors of Pemco Aviation Group, Inc., an aircraft maintenance and modification company, Party City Corporation, a retailer of party goods and supplies, and certain privately held companies. He previously served on the Boards of Directors of Arden Group, Inc.; Bear, Stearns & Co., Inc.; Jenny Craig, Inc.; Sun Gro Horticulture, Inc.; and Tosco Corporation. Mr. Tennenbaum received a B.S. from the Georgia Institute of Technology in Industrial Engineering and an M.B.A., with honors, from Harvard University. Mr. Tennenbaum beneficially owns 1,115,185 shares of Class A common stock of Anacomp, over which he shares voting and dispositive power with Tennenbaum & Co., LLC, SVIM/MSM, LLC, SVIM/MSMII, LLC and SVAR/MM, LLC as described in the Schedule 13D (Amendment No. 1) filed by Special Value Investment Management, LLC on June 27, 2002. Gary J. Fernandes: Gary J. Fernandes retired as Vice Chairman of Electronic Data Systems Corporation (EDS), a global services company, in 1998, after serving on the Board of Directors of EDS since 1981. After retiring from EDS, Mr. Fernandes founded Convergent Partners, a venture capital fund focusing on buyout of technology related companies. He currently serves on the Boards of Directors of 7-Eleven, Inc., a worldwide operator, franchisor and licensor of convenience stores, and BancTec, Inc., a privately held systems integration, manufacturing and services company. Mr. Fernandes was a Senior Vice President of EDS from October 1984 until June 1996. He had oversight responsibility for EDS' worldwide business development and corporate development (including marketing and strategic planning) and was Chairman of its A.T. Kearney management consulting services subsidiary and of EDS Australia. Mr. Fernandes joined EDS in 1969 and served in numerous management capacities in the United States, Europe and Japan. SCHEDULE 3 Consents [Attached] CONSENT OF NOMINEE FOR DIRECTOR The undersigned nominee for director hereby consents to being nominated for the position of director of Anacomp, Inc. as provided in the notice dated December 27, 2002 delivered by Special Value Bond Fund II, LLC to Anacomp, and consents to serve as a director of Anacomp if so elected at the 2003 Annual Meeting of Shareholders. Dated: December 27, 2002. /s/ Michael E. Tennenbaum ------------------------------------ Michael E. Tennenbaum CONSENT OF NOMINEE FOR DIRECTOR The undersigned nominee for director hereby consents to being nominated for the position of director of Anacomp, Inc. as provided in the notice dated December 27, 2002 delivered by Special Value Bond Fund II, LLC to Anacomp, and consents to serve as a director of Anacomp if so elected at the 2003 Annual Meeting of Shareholders. Dated: December 27, 2002. Gary J. Fernandes ------------------------------------ Gary J. Fernandes -----END PRIVACY-ENHANCED MESSAGE-----