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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
February 15, 1996
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Date of Report (Date of earliest event reported):
ANACOMP, INC.
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(Exact name of registrant as specified in its charter)
Indiana 1-8328 35-1144230
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
11550 North Meridian Street, Post Office Box 40888, Indianapolis, Indiana 46240
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(Address of principal executive offices) (zip code)
(317) 844-9666
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Registrant's telephone number, including area code
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Item 5: Other Events.
On February 15, 1996, Anacomp, Inc. ("Anacomp" or the
"Company") reached an agreement-in-principle with its senior secured
lenders and the Official Committee representing its unsecured creditors
on a financial restructuring of the Company. The Company believes the
support of all of its major creditor groups will provide sufficient votes
for the confirmation of its plan of reorganization and will enable
Anacomp to emerge from bankruptcy on an expedited basis.
The agreement reduces Anacomp's current debt and accrued unpaid
interest and dividends of approximately $460 million (including preferred
stock) by approximately $173 million. Pursuant to the agreement, holders
of the Company's senior secured debt will receive approximately $120
million of new 11 5/8% Senior Secured Notes due 1999; holders of the
Company's 15% Senior Subordinated Notes will receive $160 million of new
13% Senior Subordinated Notes due 2002 and 92.5% of the new common stock
to be issued by Anacomp (the "New Common Stock"); holders of the
Company's 13.875% and 9% Convertible Subordinated Debentures will receive
7.5% of the New Common Stock, plus warrants to purchase an additional
2.5% of New Common Stock and the Company's existing preferred and common
stockholders will receive warrants to purchase an aggregate of 1% of the
New Common Stock.
(c) The exhibits furnished in accordance with Item 601 of
Regulation S-K are:
20.1 Press Release dated February 15, 1996
99.1 Principle Economic Terms of Anacomp's Restructuring Proposal
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: February 21, 1996 Anacomp, Inc.
By: /s/ P. LANG LOWREY III
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P. Lang Lowrey III
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBITS
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20.1 Press Release dated February 15, 1996
99.1 Principle Economic Terms of Anacomp's Restructuring Proposal.
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EXHIBIT 20.1
ANACOMP REACHED CONSENSUAL AGREEMENT-IN-PRINCIPAL
ON FINANCIAL RESTRUCTURING
ATLANTA, Feb. 15 -- Anacomp, Inc. (NYSE: AAC) today announced that
it has reached a consensual agreement-in-principle with all of its major
creditor groups on the terms of a financial restructuring plan to enable
Anacomp's emergence from Chapter 11.
The agreement represents a compromise among Anacomp, its senior
secured lenders, and an official committee of unsecured creditors. The
company believes the support of these groups provides sufficient votes
for the confirmation of its reorganization plan, which is being amended
to reflect the terms of the agreement.
The agreement reached today calls for Anacomp's current debt and
accrued unpaid interest and dividends of approximately $460 million
(including preferred stock) to be reduced by approximately $173 million.
In very general terms, the amended plan will provide for:
. The company's senior secured debt to be exchanged for
approximately $120 million of new notes at 11 5/8%, with
a term of three-and-a-half years;
. The company's 15% Senior Subordinated Notes to be exchanged
for $160 million of new, six-year 13% Senior Subordinated
Notes and 92.5% of new common stock to be issued by Anacomp;
. The company's 13.875% and 9% Convertible Subordinated
Debentures to be exchanged for 7.5% of new common stock, plus
warrants to purchase an additional 2.5% of new common stock;
. The company's existing redeemable preferred stock and common
stock to be exchanged for warrants to purchase an aggregate of
1.0% of new common stock.
Anacomp will file an 8-K with the Securities and Exchange Commission
this week detailing the terms of the agreement-in-principle.
Anacomp filed a pre-negotiated plan of reorganization under Chapter
11 of the United States Bankruptcy Code on January 5, 1996. The
agreement-in-principle announced today retains the company's commitment
to continue to pay its vendors on normal trade terms and to honor all
obligations to customers.
"This agreement-in-principle paves the way for Anacomp to emerge
from Chapter 11 on an expedited basis and allows management to focus its
energies on our customers," noted P. Lang Lowrey III, the company's new
president and chief executive officer. "In light of today's agreement,
we believe we can get our financial restructuring plan approved by the
bankruptcy court this Spring."
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Anacomp is a leading provider of multiple-media data management
solutions, delivering cost-effective strategies that incorporate
micrographic, digital, and magnetic output media.
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EXHIBIT 99.1
ANACOMP, INC.
RESTRUCTURING PROPOSAL
TERMS COMPANY PROPOSAL
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Senior Secured Notes
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Principal $119.7mm (reduced by cash sweep at closing)
Amount
Coupon 11 5/8%, payable semi-annually, commencing
six months from the closing date
Maturity 3.5 years from the closing date
Amortization Year 1: $34.2
Year 2: $34.2
Year 3: $34.2
Year 4: Balance
Amortization payable semi-annually, commencing six months
Period from the closing date
Premium/Fee $2.75mm net + Citibank fee (to be negotiated by
the Company but in no event an amount greater
than is contractually owed)
Cash at Sweep in excess of (i) $20mm and (ii) cash
Closing securing letters of credit ($5mm)
Allocation 75% applied to first year amortization, pro rata
of Cash Sweep 25% applied to second year amortization, pro rata
Security Existing collateral provisions
Covenants To be negotiated
Registration Shelf Registration
Senior Subordinated Notes
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Principal $160mm
Amount
Interest Rate 13%, payable semi-annually
Maturity 2002
Share of 92.5%
Equity
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Interest PIK first two payments (First cash interest
Features payment in approximately 18 months, consistent
with staggered interest payment dates)
Subordination Existing subordination provision
Covenants To be negotiated
Registration Shelf registration
Convertible Subordinated Debentures
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Share of 7.5%
Equity
Warrants 2.5% of equity at an Enterprise Value of $400mm
Old Preferred & Common Stock
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Share of 0.0%
Equity
Warrants 1.0% of equity at an Enterprise Value of $400mm
Other Issues . Interest payment dates on the Senior Secured
- ------------- Notes and Senior Subordinated Notes need to be
staggered for the Company to manage its cash
flow.
. Management and key employees to receive
options to purchase up to 7.5% of the New Common
Stock on terms to be negotiated.
. Board of Directors shall be designated by the
informal committee of 15% Senior Subordinated
Noteholders and shall include Lang Lowery and
may include one additional designee from
management or the existing Board of Directors
. Assumes no impairment of trade creditors and
employees as of the Filing Date
. To the extent allowable by law, holders of
the existing Senior Debt, 15% Senior
Subordinated Notes and Convertible Subordinated
Debentures shall release all claims against the
Company and its subsidiaries, directors,
officers, employees and professionals
