-----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, WoV8VC78WF9j44T/obLzQ9IodCCyDdXjjgxo6RRVFBiV+d80PrqzOWKgrk62teD1 x/MQIfm0NLkr9La5qUhrIw== 0000936392-03-000071.txt : 20030131 0000936392-03-000071.hdr.sgml : 20030131 20030131171321 ACCESSION NUMBER: 0000936392-03-000071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030131 GROUP MEMBERS: MICHAEL E. TENNENBAUM GROUP MEMBERS: SVIM/MSM II, LLC GROUP MEMBERS: TENNENBAUM & CO., LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TENNENBAUM CAPITAL PARTNERS 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 FORMER COMPANY: FORMER CONFORMED NAME: SPECIAL VALUE INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20020320 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: 03535212 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 a87311a3sc13dza.htm SCHEDULE 13D AMENDMENT NO. 3 Anacomp, Inc.
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)
(Amendment No. 3)*

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)

Tennenbaum Capital Partners, LLC
(formerly 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)

January 31, 2003

(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)
    Tennenbaum Capital Partners, 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)   Tennenbaum Capital Partners, LLC (formerly 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 Tennenbaum Capital Partners, 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 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of                      the Issuer.
Item 7. Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 3

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Page 6 of 8

               This Amendment No. 3 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 and Amendment No. 2 thereto filed with the Commission on December 31, 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 Tennenbaum Capital Partners, LLC (formerly Special Value Investment Management, LLC), a Delaware limited liability company (“TCP”), 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”). TCP, 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 TCP 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.

               On January 31, 2003, the Reporting Persons entered into an agreement with the Issuer (the “Slate Agreement”), pursuant to which the Reporting Persons agreed to withdraw the director nominations contained in their notice of December 27, 2002 in return for the Issuer’s commitment to nominate an agreed upon slate of directors (the “Board Nominees”) for election at the Issuer’s 2003 Annual Meeting of Shareholders. The Board Nominees include Ralph B. Bunje, Jeffrey R. Cramer, Gary J. Fernandes, Fred G. Jager, David E. Orr, Edward P. Smoot and Michael E. Tennenbaum. The Reporting Persons agreed to vote all of their shares of Issuer Common Stock in favor of the election of the Board Nominees at the 2003 Annual Meeting of Shareholders. The Issuer agreed to advance any reasonable fees and expenses incurred by the Reporting Persons in connection with any proceeding in which the Reporting Persons are involved by reason of the Slate Agreement, subject to the Reporting Persons’ obligation to reimburse the Issuer if it is finally determined that the Reporting Persons acted wrongfully. The Slate Agreement is attached hereto as Exhibit 3 and incorporated herein by reference.

               Except as set forth in the attached documents, 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.

 

Table of Contents

Page 7 of 8

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

               As described more fully in Item 4 above, on January 31, 2003 the Reporting Persons entered into the Slate Agreement with the Issuer, pursuant to which the Reporting Persons agreed to withdraw the director nominations contained in their notice of December 27, 2002 in return for the Issuer’s commitment to nominate the Board Nominees for election at the Issuer’s 2003 Annual Meeting of Shareholders. The Slate Agreement is attached hereto as Exhibit 3 and incorporated herein by reference.

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.*
     
Exhibit 3   Slate Agreement dated January 31, 2003 between the Reporting Persons and 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: January 31, 2003   TENNENBAUM CAPITAL PARTNERS, 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.*
     
Exhibit 3   Slate Agreement dated January 31, 2003 between the Reporting Persons and the Issuer.

*   Previously filed.

  EX-3 3 a87311a3exv3.txt EXHIBIT 3 Exhibit 3 ANACOMP, INC. 15378 AVENUE OF SCIENCE SAN DIEGO, CA 92128 January 31, 2003 Mr. Michael E. Tennenbaum Tennenbaum & Co. LLC 11100 Santa Monica Boulevard, Suite 210 Los Angeles, CA 90025 RE: AGREEMENT REGARDING BOARD SLATE Dear Michael: I am pleased that Anacomp and Special Value Bond Fund II have reached agreement on the candidates to be nominated for election to the Anacomp Board of Directors at our upcoming 2003 annual meeting of stockholders. I am attaching as Annex A to this letter the terms of that agreement. When Annex A has been signed by you, our agreement will be complete. I look forward to working with you on the Board and I'm confident you and all the other candidates will make a valuable contribution to our deliberations in the coming year. Sincerely, /s/ Edward P. Smoot Edward P. Smoot Chairman of the Board ANNEX A AGREEMENT REGARDING BOARD SLATE ("AGREEMENT") DATED AS OF JANUARY 31, 2003 PARTIES (1) The Company (as defined below). (2) The SVBFII Parties (as defined below). DEFINITIONS "Parties" means the Company and the SVBFII Parties. "Company" means Anacomp, Inc., an Indiana corporation. "SVBFII Parties" means (1) SVBFII, (2) SVIM/MSMII, LLC, SVBFII's managing member, (3) Tennenbaum & Co., LLC, the managing member of SVIM/MSMII, LLC, and (4) MT. "SVBFII" means Special Value Bond Fund II, LLC, a Delaware limited liability company. "MT" means Mr. Michael E. Tennenbaum, an individual who is the managing member of Tennenbaum & Co., LLC. "Company Board" means the Company's Board of Directors. "2003 Annual Meeting" means the 2003 annual meeting of the Company's Stockholders, as adjourned or postponed from time to time. "SVBFII Nomination" means the notice dated December 27, 2002 from SVBFII to the Company, as supplemented on the same date, nominating the SVBFII Nominees. "SVBFII Nominees" means the seven individuals nominated for election to the Company Board at the 2003 Annual Meeting in the SVBFII Nomination. "SVBFII Shares" means all shares of the Company's Class A common stock that SVBFII has the power to vote (or caused to be voted) at the 2003 Annual Meeting. "Board Nominees" means each of the following individuals, who has been nominated by the Company Board for election at the 2003 Annual Meeting: Ralph B. Bunje, Jeffrey R. Cramer, Gary J. Fernandes, Fred G. Jager, David E. Orr, MT and Edward P. Smoot. "SEC" means the United States Securities and Exchange Commission. -A1- "Proceeding" means any claim, action, suit, arbitration, investigation, hearing or other proceeding in which the SVBFII Parties are involved as a party or otherwise by reason of this Agreement or any of the matters contemplated hereby. REGARDING THE 1. SVBFII hereby irrevocably withdraws the SVBFII Nomination. SVBFII NOMINATION 2. The SVBFII Parties shall forthwith discontinue all efforts to cause the election of the SVBFII Nominees to the Company Board at the 2003 Annual Meeting, subject to 3 below. 3. SVBFII shall cause all SVBFII Shares to be voted in favor of the election of all Board Nominees at the 2003 Annual Meeting. REGARDING THE 1. The Company represents and warrants to the SVBFII Parties BOARD NOMINEES that (1) the Company has taken all action necessary to cause AND MT AS A each of the Board Nominees to become a nominee of the Company BOARD NOMINEE Board for election to the Company Board at the 2003 Annual Meeting, and (2) each of the Board Nominees other than MT has consented to stand for election as a Board Nominee at the 2003 Annual Meeting and to serve on the Company Board if elected. 2. MT hereby confirms his consent to stand for election as a Board Nominee at the 2003 Annual Meeting and to serve as a member of the Company Board if elected. 3. The Company hereby agrees to nominate the Board Nominees for election to the Company Board at the 2003 Annual Meeting, and agrees not to take any action inconsistent therewith. 4. In the event any Board Nominee becomes unable or unwilling to serve as a member of the Company Board before the vote is taken at the 2003 Annual Meeting, the Parties shall select a replacement nominee who shall be mutually acceptable to the Parties. 5. In addition to the information that MT has provided to the Company in connection with his nomination and this Agreement, MT shall provide to the Company such additional information as the Company may from time to time reasonably request for inclusion in any materials to be disseminated by the Company in connection with the 2003 Annual Meeting or otherwise in order for the Company to comply with its disclosure requirements under the federal securities laws. 6. If he is elected and chooses to serve, MT will serve as a member of the Company Board for the same term as all other Board Nominees elected to the Company Board at the 2003 Annual Meeting, which term shall expire as provided in Section 2.1 of the Company's Amended and Restated Bylaws. 7. For so long as MT serves as a member of the Company Board, he shall have all the same legal rights and obligations as the other members of the Company Board in respect of his service under the -A2- law of the jurisdiction of incorporation of the Company, and under the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, as such jurisdiction of incorporation and/or documents may be changed from time to time. 8. The Company shall advance all reasonable fees and expenses (including reasonable attorneys' fees and costs) incurred by the SVBFII Parties (or reasonably expected by the SVBFII Parties to be incurred) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. The statement(s) shall be accompanied by reasonable documentation or other reasonable explanation supporting such advances. 9. The SVBFII Parties shall reimburse the Company for all fees and expenses advanced under Section 8 above within ten (10) days after any final judicial determination (as to which all rights of appeal have been exhausted or lapsed) that they acted wrongfully in connection with this Agreement or any of the matters contemplated hereby. REGARDING 1. Any amendment relating to this Agreement that is made by ANNOUNCEMENTS the SVBFII Parties to their Schedule 13D filed with the SEC in connection with the SVBFII Shares shall be subject to the reasonable approval of the Company. 2. Any SEC filing relating to this Agreement that is made by the Company shall be subject to the reasonable approval of the SVBFII Parties. 3. None of the Parties shall make any public statement (including any filing with the SEC or any governmental agency) regarding this Agreement or any event occurring prior to the date hereof that is inconsistent with this Agreement or that is critical of the prior actions of any other Party. MISCELLANEOUS 1. This Agreement constitutes the entire agreement of the PROVISIONS Parties with respect to its subject matter and supersedes any and all prior agreements or understandings, whether written or oral, between or among them with regard to such subject matter. 2. This Agreement may be amended only by a written agreement duly executed by the parties. 3. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California including its conflict of law principles. 4. This Agreement may not be assigned by any Party without the prior written consent of the other Parties. -A3- 5. This Agreement shall be binding upon, and inure to the benefit of, the respective successors and permitted assigns of the Parties. 6. This Agreement shall confer no rights or benefits upon any person (natural or juridical) other than the Parties. 7. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which shall together constitute a single instrument. EXECUTION This Agreement has been executed by each of the Parties as of the date written above. ANACOMP, INC. SPECIAL VALUE BOND FUND II, LLC By: SVIM/MSMII, LLC By: /s/ Edward P. Smoot Its: Managing Member ------------------------------ Edward P. Smoot Chairman of the Board 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 MICHAEL E. TENNENBAUM /s/ Michael E. Tennenbaum ----------------------------- -A4- -----END PRIVACY-ENHANCED MESSAGE-----