UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Anacomp, Inc. (ANCO)
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
CUSIP No. 032371106
(CUSIP Number)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(212) 529-6612
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 11, 1996
(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 which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting benefi-
cial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) 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 that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
0
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
2,209,088
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,888,751
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,888,751
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
28.9%
14 Type of Reporting Person*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
0
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
39,689
8 Shared Voting Power
2,209,088
9 Sole Dispositive Power
39,689
10 Shared Dispositive Power
2,888,751
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,928,440
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Schedule 13D was initially filed on June
13, 1996 (collectively, with all amendments thereto, the
"Schedule 13D") by (i) Magten Asset Management Corp., a
Delaware corporation ("Magten") with respect to the
shares of Common Stock beneficially owned by investment
advisory clients of Magten (the "Investment Advisory
Shares"), and (ii) Talton R. Embry ("Embry"; together
with Magten, the "Filing Persons"). The Schedule 13D is
hereby amended by this Amendment No. 2 as follows:
Item 3. Source and Amount of Funds or Other Consider-
ation.
Item 3 as reported on Schedule 13D is hereby
amended and restated in its entirety
as follows:
Pursuant to the Company's Third Amended Plan of
Reorganization, which became effective on May 20, 1996,
on June 4, 1996, Magten acquired beneficial ownership of
2,853,751 shares of Common Stock and Embry acquired
beneficial ownership of 39,689 shares of Common Stock
(collectively the "Shares"), and of $49,349,000 and
$685,000 of new 13% Senior Subordinated Notes due June
4, 2002, respectively, in exchange for a total of
$70,350,000 principal amount of the Company's 15% Senior
Subordinated Notes due November 1, 2000. On behalf of
certain investment advisory clients, Magten purchased an
additional 35,000 shares on a when-issued basis on May
30, 1995. The net investment cost for the 15% Senior
Subordinated Notes and the when-issued shares is
$52,446,982. The consideration was obtained from the
working capital of the accounts managed by Magten. The
shares of Common Stock held by one investment advisory
client are held in a margin account. Such margin account
is maintained at Bear Stearns & Co. and may from time to
time have debit balances. Because other securities are
held in the margin account, it is not possible to
determine the amounts, if any, of margin used with
respect to the shares of Common Stock purchased or sold.
Currently, the interest rate charged on such margin
account is 6.25%.
Item 4. Purpose of Transaction.
Item 4 as reported on Schedule 13D is hereby
amended and restated in its entirety as follows:
Although Embry is a director of the Company, he
and Magten hold the Shares for investment and not with
the purpose of changing or influencing the control of the
Company. Neither Magten nor Embry has any plan or
proposal which relates to or would result in any of the
actions enumerated in Item 4 of Schedule 13D, except that
(i) with respect to the planned rights offering announced
by the Company on September 11, 1996, Magten has informed
the Company that Magten, on behalf of its investment
advisory client accounts, currently intends, but has no
obligation, to exercise the rights that its investment
advisory client accounts receive in the basic rights
subscription as well as any additional rights available
through the oversubscription; and (2) the Filing Persons
may dispose of some or all of the Shares, or may acquire
additional shares of Common Stock for their own accounts
or on behalf of Magten's investment advisory clients,
from time to time, depending upon the price of the Common
Stock, market conditions, evaluation of alternative
investments, and other factors.
PAGE
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Item 5. Interest in Securities of the Issuer.
Item 5 as reported on Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) Magten has beneficial ownership of an
aggregate 2,888,751 shares of Common Stock of the
Company, constituting approximately 28.9% of the
10,000,000 shares of Common Stock believed to be out-
standing on August 30, 1996. All of these shares of
Common Stock are beneficially owned by investment
advisory clients of Magten (collectively, the "Investment
Advisory Shares"). Magten has shared voting power (with
its investment advisory clients and Embry) with respect
to the 2,209,088 shares of Common Stock owned by these
clients and shared dispositive power (with its investment
advisory clients and Embry) with respect to the 2,888,751
shares of Common Stock owned by these clients.
Magten may be deemed to be the beneficial owner
of the Investment Advisory Shares. Pursuant to Rule
13d-4 promulgated under the Securities Exchange Act of
1934, Magten hereby declares that the filing of this
Schedule 13D shall not be construed as an admission that
it is the beneficial owner of these shares.
(b) Embry, as sole stockholder and a Managing
Director of Magten, may be deemed to beneficially own all
the shares of Common Stock beneficially owned by Magten,
as described in Item 5(a) above.
Embry, as trustee of four pension trusts for
the benefit of current and former employees of Magten
including himself (the "Pension Trusts"), also has sole
voting and dispositive power with respect to 38,662
shares of Common Stock owned by such trusts
(collectively, the "Pension Trust Shares").
Embry, has sole voting and investment power
with respect to 1,027 shares of Common Stock held by his
minor children (collectively, the "Family Shares").
The shares described in Item 5(a) as benefi-
cially owned by Magten with respect to which Embry may be
deemed a beneficial owner, together with the additional
shares described in this Item 5(b) with respect to which
Embry may also be deemed a beneficial owner, aggregate
2,928,440 shares of Common Stock and constitute approxi-
mately 29.3% of the 10,000,000 shares of Common Stock of
the Company believed to be outstanding on August 30,
1996.
Pursuant to Rule 13d-4, Embry hereby declares
that the filing of this Schedule 13D shall not be con-
strued as an admission that he is the beneficial owner of
the Investment Advisory Shares, the Pension Trust Shares
(to the extent such shares exceed his and his wife's pro
rata interest as beneficiaries of such trusts) or the
Family Shares.
PAGE
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(c) No transactions in Common Stock were
effected by the Filing Persons during the 60-day period
day ended the date hereof. Minor changes in the Shares
beneficially owned by the Filing Persons are due to
errors in calculation.
(d) The beneficial owners of the Investment
Advisory Shares have the right to receive and the power
to direct the receipt of dividends from, or the proceeds
from the sale of such shares. The following investment
advisory clients of Magten have such an interest with
respect to more than five percent of the shares of Common
Stock: General Motors Employees Domestic Group Pension
Trust, Bankers Trust as Trustee for the Hughes Master
Retirement Trust, and Los Angeles Fire and Police Pension
Systems - Fund 2525. The beneficiaries of the Pension
Trusts and Embry's minor children have the right to
receive dividends from or proceeds from the sale of the
Pension Trust Shares and Family Shares, respectively.
(e) Not applicable.
PAGE
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SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: September 16, 1996
MAGTEN ASSET MANAGEMENT CORPORATION
By: /s/ Talton R. Embry
Talton R. Embry
Managing Director
/s/ Talton R. Embry
Talton R. Embry
