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REGISTRATION NO. 33-53271
Rule 424(b)(3)
PROSPECTUS
ANACOMP, INC.
3,676,527 Shares of Common Stock
This Prospectus relates to the public offering by the
selling shareholders (the "Selling Shareholders") of 3,676,527
shares of common stock, par value $0.01 per share ("Common
Shares"), of Anacomp, Inc. ("Anacomp" or the "Company"). Two
million one hundred and twenty-eight thousand eight hundred and
thirty-three (2,128,833) of the Common Shares offered hereby were
issued by the Company on May 4, 1994 in connection with the
acquisition (the "Acquisition") by the Company from the Selling
Shareholders, excluding Carlisle Companies Incorporated
("Carlisle"), of all of the outstanding shares of capital stock
of Graham Acquisition Corporation ("Graham"). The other
1,547,694 Convertible Common Shares offered hereby relates to
an unsecured promissory note from the Company to Carlisle in the
principal amount of $5,525,270, due July 15, 1998 (the "Anacomp
Note"), issued on May 4, 1994 in exchange for a subordinated note
from Graham to Carlisle in the same principal amount, in
connection with the acquisition by the Company of the outstanding
shares of capital stock of Graham. The Anacomp Note is
prepayable, in whole or in part, at the election of Carlisle by
converting the Anacomp Note into 1,547,694 Common shares (if
converted in whole).
The Company will not receive any proceeds from this
offering. The aggregate proceeds to the Selling Shareholders
from the sale of Shares will be the purchase price of the Shares
sold less the aggregate agents' commissions and underwriters'
discounts, if any. The Company by agreement will pay all of the
other expenses of the offering, which are estimated to be
approximately $17,200.
The Company has been advised by the Selling
Shareholders that the Shares may be offered and sold from time to
time, by or on behalf of the Selling Shareholders, in or through
transactions on the New York Stock Exchange or the Chicago Stock
Exchange, or any other exchange on which the Company is
registered, in the over-the-counter market, in other permitted
public sales, in privately negotiated transactions, or in a
combination of such methods of sale or otherwise, at market
prices prevailing at the time of sale or at negotiated prices;
and in connection therewith, commissions may be paid to brokers.
Brokers participating in such transactions may act as agents for
the Selling Shareholders and/or as principals. The Selling
Shareholders and any brokers participating in this offering
may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and any profit on the resale of
Shares purchased by them may be deemed to be underwriting
discounts and commissions pursuant to the Securities Act. See
"Plan of Distribution."
This Prospectus is dated May 4, 1994
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Common Shares are traded on the New York Stock
Exchange and the Chicago Stock Exchange under the symbol AAC. On
April 28, 1994, the closing sales price on the New York Stock
Exchange was $4.00 per share.
AVAILABLE INFORMATION
Anacomp is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Copies of such reports, proxy
statements and other information filed by the Company can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Regional
Offices of the Commission at Room 1300, 7 World Trade Center, New
York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60621-2511. Copies
of such material can also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy
statements and other information can also be inspected and copied
at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes a part of a registration
statement on Form S-3 filed by the Company with the Commission
under the Securities Act, with respect to the Shares offered
hereby. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related exhibits filed as
a part thereof and otherwise incorporated therein for further
information with respect to the Company and the Shares offered
hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of each document
filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in
its entirety by such reference. Copies of the Registration
Statement and the exhibits may be inspected without charge at the
offices of the Commission or obtained at prescribed rates from
the Public Reference Section of the Commission at the address set
forth above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1993 and the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1993, both on
file with the Commission, are hereby incorporated in this
Prospectus by reference and made a part hereof. All documents
filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Shares hereunder
shall be deemed to be incorporated herein by reference and shall
be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will provide, without charge to each person
to whom this Prospectus is delivered, including any beneficial
owner, upon written or oral request of such person, a copy of the
documents incorporated by reference herein, other than exhibits
to such documents not specifically incorporated by reference.
Such requests should be directed to Investor Relations, Anacomp,
Inc., 11550 North Meridian Street, P.O. Box 40888, Indianapolis,
Indiana 46240, telephone number (317) 844-9666.
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THE COMPANY
Anacomp is a leading information management company
which provides micrographics and other image management services
and products to a broad range of customers worldwide. The
Company is the largest micrographics company in the world, with
fiscal 1993 revenues of $590.2 million and operating income
(continuing operations income before interest, other income,
taxes and extraordinary credit) of $88.6 million. Approximately
30% of the Company's revenues are derived from its international
operations.
Micrographics is the conversion of information stored
on paper or in electronic form to microfilm or microfiche.
Anacomp's micrographics business relates primarily to Computer
Output Microfilm ("COM"), a process for transferring large
volumes of information created by data processing directly from
electronic form to microfilm. Microfilm is a cost-effective
alternative to the use of paper or electronic files as a means of
information storage and retrieval.
The Company offers a complete line of micrographics
services and products including: (i) COM processing services
provided to customers on an outsourcing contract basis, (ii) COM
systems for users who perform their own data conversion to
microfilm, (iii) maintenance services for COM and other
micrographics equipment, (iv) source document microfilming
services which is the photographing onto microfilm of paper
documents, and (v) consumable supplies used by micrographics
systems. Anacomp also sells computer tape and other magnetic
media products.
By providing a full range of services, the Company can
customize its offerings of products and services to meet the
specific needs of any customers. Once a customer purchases COM
systems from Anacomp, the Company has the opportunity to provide
maintenance service, as well as to sell supplies and additional
compatible hardware. Anacomp estimates that each dollar of COM
systems sales generates 36 cents of annual supply revenue and 14
cents of annual maintenance revenue.
The Company was incorporated under the laws of the
State of Indiana in 1968. The Company's principal executive
offices are located at 11550 North Meridian Street, Post Office
Box 40888, Indianapolis, Indiana 46240 and its telephone number
is (317) 844-9666.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 100,000,000 Common
Shares of which 45,183,000 were outstanding as of May 3, 1994.
The Company may also issue 1,000,000 preferred shares, of which
500,000 8.25% Cumulative Convertible Redeemable Exchangeable
Preferred Stock with a preference value of $50 per share and
convertible into Anacomp common stock at a conversion price of
$7.50 ("Preferred Shares") were issued and outstanding as of
May 3, 1994. The Company's Board of Directors, subject to its
senior loan documents but without further shareholder approval,
thus may issue five hundred thousand preferred shares with such
relative rights, designations, preferences and limitations or
restrictions as may be established by the Board of Directors in
its discretion prior to the issuance thereof, including, without
limitation, dividend rights, conversion rights, voting rights,
liquidation preferences, redemption rights, division into series,
sinking fund provisions and similar matters, subject to the
rights of the holders of the Preferred Shares. Accordingly, the
Board of Directors may create and issue other series of preferred
shares with rights and preferences that are superior to those of
the Common Shares and, with the consent of the holders of a
majority of the Preferred Shares, on a parity with or superior to
those of the Preferred Shares. Holders of Common Shares are not
entitled to any preemptive rights.
DIVIDEND RIGHTS
Subject to the rights of the holders of any issued and
outstanding preferred shares of the Company, the holders of
Common Shares shall be entitled to share ratably in such
dividends or other distributions (other than purchases,
redemptions or other acquisitions of Common Shares of the
Company), if any, as are declared and paid from time to time on
the Common Shares at the discretion of the Board of Directors.
Subject to the terms of its senior loan documents, the Board of
Directors may declare and pay dividends or other distributions
upon the issued and outstanding shares of the Company (whether
common or preferred), subject to the limitation that a dividend
or other distribution may not be made if, after giving it effect,
the Company would not be able to pay its debts as they become due
in the usual course of business or the Company's total assets
would be less than its total liabilities.
VOTING RIGHTS
Record holders of outstanding Common Shares are
entitled to one vote for each share, in person or by proxy, on
all matters voted on by shareholders. Cumulative voting is not
permitted; therefore, a minority shareholder may be less able to
gain representation on the Board of Directors. The Company's
Restated Articles of Incorporation provide that any action to be
taken by shareholders must be taken at a duly called annual or
general meeting. Special meetings may be called at any time by
the Board of Directors or the Chairman of the Board of the
Company.
LIQUIDATION RIGHTS
In the event of any liquidation, dissolution, or
winding up of the Company, either voluntary or involuntary, after
payment shall have been made to the holders of the preferred
shares of the full amount to which they shall be entitled, the
holders of Common Shares shall be entitled, to the exclusion of
the holders of the preferred shares of any and all series, to
share, ratably according to the number of Common Shares held by
them, in all remaining assets of the Company available for
distribution to its shareholders.
BOARD OF DIRECTORS
The Bylaws of the Company provide that the Board of
Directors shall consist of at least 6 and no more than 12
Directors, the exact number to be fixed from time to time at the
discretion of the Company's Board of Directors. Seven Directors
currently compose the Company's Board of Directors. Each
Director serves for a term of one year, and Directors may be
removed only for good cause by the affirmative vote of the
holders of a majority of the Company's outstanding shares then
entitled to vote at an election of Directors. Under the
Company's Restated Articles of Incorporation, whenever there are
9 or more Directors, the Bylaws may provide for staggering the
terms of the Directors by dividing the total number of Directors
into 2 or 3 equal (or as nearly equal as possible) groups whose
terms of office expire at different times.
ANTI-TAKEOVER PROVISIONS
On February 4, 1990, the Board of Directors of Anacomp
declared a dividend distribution of one Right for each Common
Share of the Company to shareholders of record on March 26, 1990.
Each Right initially entitles the registered holder
thereof to purchase from the Company one-tenth of a Common Share
at an exercise price of $3.20, subject to adjustment. The Rights
will be exercisable only if a person or group acquires beneficial
ownership of 15% or more of the Common Shares, or announces a
tender or exchange offer upon consummation of which such person
or group would beneficially own 30% or more of the Common Shares.
If any person acquires 15% of the Common Shares, the Rights would
entitle shareholders (other than the 15% acquiror) to purchase,
at $32 (as such price may be adjusted), a number of the Common
Shares which would have a market value of $64 (as such amount may
be adjusted). In the event that Anacomp is acquired in a merger
or other business combination, the Rights would entitle the
shareholders (other than the acquiror) to purchase securities of
the surviving company at a similar discount. Anacomp generally
will be entitled to redeem the Rights at $.001 per Right at any
time until the 10th day following the announcement that a 15%
ownership position has been acquired.
The Company also has the power to stagger the Board of
Directors, which if implemented might have the effect of delaying
a change in a majority of the directors. In addition, the
Indiana Business Corporation Law, under which the Company is
organized, contains provisions restricting the voting rights of
persons who acquire "control shares" (unless certain conditions
are met) without the approval of the Board of Directors and
preventing "business combinations" between such unapproved
acquirors and corporations (including the Company), which are
subject to the statute.
TRANSFER AGENT
The transfer agent and registrar for the Common Shares
is Chemical Bank.
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SELLING SHAREHOLDERS
The following table sets forth information furnished by
the Selling Shareholders as of May 4, 1994 with respect to
the number of Common Shares owned by each Selling Shareholder on
such date, the Shares offered hereby, and the number of
outstanding Shares to be owned by each Selling Shareholder after
the offering, assuming all of the Shares offered hereby are
sold. Except as otherwise indicated, no Selling Shareholder
has held any position, office, or had a material relationship
with the Company within the past three years.
SELLING SHAREHOLDERS
SECURITIES OWNERSHIP
SELLING OWNERSHIP PRIOR BEING AFTER
SHAREHOLDER TO OFFERING OFFERED
OFFERING
Laszlo Adam 26,248 26,248 -0-
John C. Belsly 166,050 166,050 -0-
Gregory J. Berlacher 6,599 6,599 -0-
Franz J. Berlacher 10,644 10,644 -0-
Julie T. Berlacher 22,140 22,140 -0-
George E. Bingham 6,386 6,386 -0-
Nicholas A. Boccella 34,061 34,061 -0-
Michael B. Bryan 133,053 133,053 -0-
IRA FBO Frank J.
Campbell, III
DLJSC as Rollover
Custodian
A/C 698 - 101714 8,515 8,515 -0-
CIP Capital L.P. 32,997 32,997 -0-
Timothy Cotton 6,386 6,386 -0-
DSLT INC 14,901 14,901 -0-
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Barton P. Ferris, Jr. 26,270 26,270 -0-
Marcel Fournier 26,248 26,248 -0-
Arthur B. Gauss 21,288 21,288 -0-
Miriam J. Gauss 10,644 10,644 -0-
Henry D. Gottmann 55,350 55,350 -0-
Kathleen M. Gottmann 27,675 27,675 -0-
Andrew Merz Hanson 8,515 8,515 -0-
Bertil Hanson 4,257 4,257 -0-
Hesperia Corporation 21,288 21,288 -0-
Peter C.R. Huang 329,971 329,971 -0-
Arnold S. LaSpina 14,901 14,901 -0-
Lepercq, de Neuflize & Co., 85,154 85,154 -0-
Incorporated
James P. Maguire 143,375 138,375 5,000
Patricia A. Maguire 21,288 21,288 -0-
Christopher J. Maurizi 17,030 17,030 -0-
Hayden McIlroy 14,901 14,901 -0-
John J. Miller 2,128 2,128 -0-
R&K Associates 42,577 42,577 -0-
Raijacur N.V. 98,991 98,991 -0-
Peter S. Rawlings 4,257 4,257 -0-
Milton D. Smith 133,053 133,053 -0-
Lt. General Thomas P. 17,030 17,030 -0-
Stafford
Tavira Corporation ref. sub 304,425 304,425 -0-
a/c Tavira 121
Edward L. Thomas 27,675 27,675 -0-
Scott D. Whittenburg 133,053 133,053 -0-
Matthew H. Weiner 10,644 10,644 -0-
Chemical Bank 63,865 63,865 -0-
Carlisle Companies 1,547,694 1,547,694 -0-
Incorporated
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from this
offering. The sale of the Common Shares may be effected from
time to time by the Selling Shareholders in transactions (which
may include block transactions by or for the account of the
Selling Shareholders or in which the broker or dealer so engaged
will attempt to sell the Common Shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction and purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this
prospectus) on the New York Stock Exchange or the Chicago Stock
Exchange, or any other exchange on which the Company is
registered, in the over-the-counter market or in privately
negotiated transactions, or in a combination of such methods of
sale or otherwise. Sales may be made at market prices prevailing
at the time of sale or at negotiated prices.
Carlisle is the beneficial owner of the Common Shares
issuable upon prepayment of the Anacomp Note. Carlisle has
informed the Company that it may exercise its prepayment right
under the Anacomp Note and sell the Common Shares issued to it in
connection therewith for its own account.
The Common Shares may be sold from time to time to
purchasers directly by any of the Selling Shareholders or through
underwriters, dealers or agents who may receive compensation in
the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the Common
Shares for whom they may act as agent and/or principal. The
Selling Shareholders and any such underwriters, dealers or agents
that participate in the distribution of the Common Shares may be
deemed to be underwriters, and any profit on the sale of the
Common Shares by them and any discounts, commissions or
concessions received by any such underwriters, dealers or agents
might be deemed to be underwriting discounts and commissions
under the Securities Act.
The Selling Shareholders have informed the Company that
Smith Barney Shearson Inc. ("SBS") and Lepercq, De Neuflize
Securities Inc. ("Lepercq") may act as brokers in connection with
the sale of up to 2,345,728 Common Shares and 617,730 Common
Shares, respectively. SBS will receive a selling commission of
$.05 for each Common Share sold by SBS, and Lepercq will receive
a selling commission of $.05 for each Common Share sold by
Lepercq. In addition, the Selling Shareholders have informed the
Company that SBS may purchase, as principal for its own account,
a portion of the Common Shares not sold by SBS as broker.
Under applicable rules and regulations under the
Exchange Act, any person engaged in a distribution of the Common
Shares may not simultaneously engage in market making activities
with respect to such Common Shares for a period of two or nine
business days, as applicable, prior to the commencement of such
distribution. In addition to and without limiting the foregoing,
each Selling Shareholder and any other person participating in
the distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including
without limitation Rules 10b-2, 10b-6, and 10b-7, which
provisions may limit the timing of purchases and sales of any of
the Shares by the Selling Shareholders or any such person. All
of the foregoing may affect the marketability of the Common
Shares.
LEGAL MATTERS
Certain matters relating to the validity of the Common
Shares offered hereby were passed upon for the Company by
Cadwalader, Wickersham & Taft in reliance on an opinion of Leagre
& Barnes (attached as Exhibit A to the opinion of Cadwalader,
Wickersham & Taft) with respect to certain matters governed by
the laws of the State of Indiana.
EXPERTS
The consolidated balance sheets of the Company and
subsidiaries as of September 30, 1993 and 1992, and the related
consolidated statements of operations, stockholders' equity
(deficit) and cash flows for each of the three years in the
period ended September 30, 1993, and the related financial
statement schedules, incorporated in this Prospectus and the
Registration Statement by reference to the Annual Report on Form
10-K for the fiscal year ended September 30, 1993, have been
audited by Arthur Andersen & Co., independent public accountants,
as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as
experts in giving said report.
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No person is authorized
to give any information or to make
any representation not contained or
incorporated by reference in this
Prospectus, and any information or
representation not contained or
incorporated by reference herein
must not be relied upon as having
been authorized by the Company or
any Underwriter. This Prospectus
does not constitute an offer of any
securities other than the
registered securities to which it
relates or an offer to any person
in any jurisdiction where such an
offer would be unlawful. Neither
the delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create any
implication that there has been no
change in the affairs of the
Company since the date hereof.
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TABLE OF CONTENTS
Page
Available Information 3
Incorporation by Reference 3
The Company 5
Description of Capital Stock 5
Selling Shareholders 8
Plan of Distribution 10
Legal Matters 11
Experts 11
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3,676,527 Shares
Anacomp, Inc.
Common Stock
__________
PROSPECTUS
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