ANACOMP INC
SC 14D1, 1996-04-19
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
Previous: AMR CORP, S-3, 1996-04-19
Next: APACHE CORP, 8-K, 1996-04-19



<PAGE>
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                 SCHEDULE 14D-1
                             Tender Offer Statement
      Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
                            ------------------------
 
                                 ANACOMP, INC.
                           (Name of Subject Company)
 
                         ------------------------------
 
                          QUESTOR PARTNERS FUND, L.P.
                                    (Bidder)
 
                         ------------------------------
 
                     Common Stock, Par Value $.01 Per Share
 
                        (Title of Classes of Securities)
 
                                 NOT AVAILABLE
 
                    (CUSIP Number of Classes of Securities)
 
                         ------------------------------
 
                                 ROBERT SHIELDS
                           QUESTOR MANAGEMENT COMPANY
                          4000 TOWN CENTER, SUITE 530
                           SOUTHFIELD, MICHIGAN 48075
                                 (810) 213-2200
          (Name, Address and Telephone Number of Persons Authorized to
            Receive Notices and Communications on Behalf of Bidders)
 
                         ------------------------------
 
                                    COPY TO:
                             MICHAEL L. COOK, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 735-3000
 
                           CALCULATION OF FILING FEE
 
<TABLE>
<S>                     <C>
TRANSACTION VALUATION*  AMOUNT OF FILING FEE**
     $34,100,000                $6,820
</TABLE>
 
 *  Based  on the  offer to  purchase 4,400,000  shares of  Common Stock  of the
    Subject Company at $7.75 cash per share.
 
** 1/50 of 1% of the Transaction Valuation.
 
 / /  Check box if any part of the fee is offset as provided by Rule  0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
 
<TABLE>
<S>                            <C>
Amount Previously Paid: N/A    Filing Party: N/A
Form or Registration No.: N/A  Date Filed: N/A
</TABLE>
 
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
<PAGE>
3116                                                              SCHEDULE 14D-1
- - - - --------------------------------------------------------------------------------
 
CUSIP NO. N/A                        14D-1                    PAGE 1 OF 1 PAGES
 
 1  NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
      Questor Partners Fund, L.P. Tax ID# 51-0362998
 
 2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
    (b) /X/
 
 3  SEC USE ONLY
 
 4  SOURCE OF FUNDS*
 
      00
 
 5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(e) or 2(f)                                           / /
 
 6  CITIZENSHIP OR PLACE OF ORGANIZATION
 
      Delaware
 7  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
      None
 
 8  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
    EXCLUDES CERTAIN SHARES*                                             / /
 
 9  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
 
      None
    TYPE OF REPORTING PERSON*
10
 
      PN
 
                                       2
<PAGE>
ITEM 1.  SECURITY AND SUBJECT COMPANY.
 
    (a)    The  name  of  the  subject  company  is  Anacomp,  Inc.,  an Indiana
corporation (the "Company"), which has its principal executive offices at  11550
North Meridian Street, P.O. Box 40888, Indianapolis, Indiana 46240.
 
    (b)   This Schedule 14D-1 relates to  the Offer by the Purchaser to purchase
4,400,000 shares of Common  Stock, par value  $.01 per share,  if and when  such
shares are issued pursuant to the Second Amended Joint Plan of Reorganization of
Anacomp, Inc. and certain of its subsidiaries (the "New Shares"), of the Company
at  a price of  $7.75 per New  Share (the "Offer  Price"), net to  the seller in
cash, upon the terms  and subject to  the conditions set forth  in the Offer  to
Purchase  and in  the related  Letter of  Transmittal (which,  together with any
amendments and supplements thereto, collectively constitute the "Offer"), copies
of which  are  attached hereto  as  Exhibits (a)(1)  and  (a)(2),  respectively.
Information  concerning the number of outstanding New Shares is set forth in the
"Introduction" and Section 7  ("The Effect of  the Offer on  the Market for  the
Shares") of the Offer to Purchase and is incorporated herein by reference.
 
    (c)   Information concerning the New  Shares, to the extent such information
is available,  is set  forth  in Section  6 ("Price  Range  of the  New  Shares;
Dividends  on the New Shares") and Section 7 ("Effect of the Offer on the Market
for the New Shares") of the Offer to Purchase. The New Shares, however, are  not
currently traded and never have been traded on a registered stock exchange.
 
ITEM 2.  IDENTITY AND BACKGROUND.
 
    This  Schedule 14D-1  is being  filed by  the Purchaser,  a Delaware limited
partnership. Information concerning  the principal business  and the address  of
the  principal offices  of the  Purchaser is  set forth  in Section  9 ("Certain
Information  Concerning  the  Purchaser")  of  the  Offer  to  Purchase  and  is
incorporated herein by reference.
 
    (e)  and (f)   During  the last  five years,  none of  the Purchaser  or its
general partner or any person controlling  the Purchaser or the general  partner
has  been convicted  in a criminal  proceeding (excluding  traffic violations or
similar misdemeanors), nor has any of them been a party to a civil proceeding of
a judicial or administrative body of  competent jurisdiction and as a result  of
such proceeding was or is subject to a judgment, decree or final order enjoining
future  violations of,  or prohibiting activities  subject to,  Federal or state
securities laws or finding any violation of such laws.
 
ITEM 3.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
 
    (a)  The information  set forth in Section  11 ("Contacts with the  Company;
Background  of the Offer")  of the Offer  to Purchase is  incorporated herein by
reference.
 
    (b)  The information  set forth in Section  11 ("Contacts with the  Company;
Background  of the Offer")  of the Offer  to Purchase is  incorporated herein by
reference.
 
ITEM 4.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
    (a)  The information set forth in Section 10 ("Source and Amount of  Funds")
of the Offer to Purchase is incorporated herein by reference.
 
    (b) and (c)  Not applicable.
 
ITEM 5.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
 
    (a)-(g)  The information set forth in Section 12 ("Purpose of the Offer") of
the Offer to Purchase is incorporated herein by reference.
 
ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
 
    (a)  and (b)  The information set forth in the "Introduction" and Section 11
("Contacts with the Company; Background of the Offer") of the Offer to  Purchase
is incorporated herein by reference.
 
                                       3
<PAGE>
ITEM 7.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO THE SUBJECT COMPANY'S SECURITIES.
 
    The  information set  forth in  the "Introduction"and  Section 11 ("Contacts
with the  Company;  Background  of the  Offer")  of  the Offer  to  Purchase  is
incorporated herein by reference.
 
ITEM 8.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
 
    The  information set forth  in the "Introduction" and  Section 16 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
 
ITEM 9.  FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
 
    Not applicable.
 
ITEM 10.  ADDITIONAL INFORMATION.
 
    (a)  Not Applicable.
 
    (b) and  (c)   The  information  set forth  in  Section 15  ("Certain  Legal
Matters") of the Offer to Purchase is incorporated herein by reference.
 
    (d)  Not Applicable.
 
    (e)  None.
 
    (f)   The information set  forth in the Offer to  Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and  (a)(2),
respectively, is incorporated herein by reference.
 
ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.
 
<TABLE>
<S>        <C>
(a)(1)     Offer to Purchase.
(a)(2)     Letter of Transmittal.
(a)(3)     Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(4)     Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and
           Other Nominees.
(a)(5)     Notice of Guaranteed Delivery.
(a)(6)     Guidelines for Certification of Taxpayer Identification Number on
           Substitute Form W-9.
(a)(7)     Text of Press Release issued by the Company dated April 19, 1996.
(a)(8)     Form of Summary Advertisement dated April 19, 1996.
(b)        None.
(c)        None.
(d)        None.
(e)        Not Applicable.
(f)        None.
</TABLE>
 
                                       4
<PAGE>
                                   SIGNATURE
 
    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
 
                                  QUESTOR PARTNERS FUND, L.P.
 
                                  BY  QUESTOR GENERAL PARTNER,  L.P., as general
                                  partner
 
                                  BY  QUESTOR  PRINCIPALS,   INC.,  as   general
                                  partner
 
                                  By /s/ ROBERT E. SHIELDS
 
                                    --------------------------------------------
                                     Name: Robert E. Shields
                                     Title: Managing Director
 
                                       5
<PAGE>
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
                                                                                                       SEQUENTIALLY
 EXHIBIT                                                                                                 NUMBERED
 NUMBER                                             EXHIBIT                                                PAGE
- - - - ---------  -----------------------------------------------------------------------------------------  ---------------
<S>        <C>                                                                                        <C>
(a) (1)    Offer to Purchase, dated April 19, 1996..................................................
   (2)     Letter of Transmittal with respect to the New Shares.....................................
   (3)     Letter, dated April 19, 1996, from Salomon Brothers Inc to brokers, dealers, banks, trust
            companies and nominees..................................................................
   (4)     Letter to be sent by brokers, dealers, banks, trust companies and nominees to their
            clients.................................................................................
   (5)     Notice of Guaranteed Delivery............................................................
   (6)     IRS Guidelines for Certification of Taxpayer Identification Number on Substitute Form
            W-9.....................................................................................
   (7)     Press Release, dated April 19, 1996......................................................
   (8)     Form of summary advertisement, dated April 19, 1996......................................
(b)        None.....................................................................................
(c)        None.....................................................................................
(d)        None.....................................................................................
(e)        Not Applicable...........................................................................
(f)        None.....................................................................................
</TABLE>

<PAGE>
                           OFFER TO PURCHASE FOR CASH
                     UP TO 4,400,000 SHARES OF COMMON STOCK
                                       OF
                                 ANACOMP, INC.
                 IF AND WHEN SUCH SHARES ARE ISSUED PURSUANT TO
                THE SECOND AMENDED JOINT PLAN OF REORGANIZATION
                OF ANACOMP, INC. AND CERTAIN OF ITS SUBSIDIARIES
                                       AT
                              $7.75 NET PER SHARE
                                       BY
                          QUESTOR PARTNERS FUND, L.P.
  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE
                       EXTENDED, THE "EXPIRATION DATE").
 
    THE  OFFER APPLIES ONLY TO THE SHARES OF COMMON STOCK OF ANACOMP, INC. ("NEW
SHARES") TO BE ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN
(AS DEFINED  HEREIN). QUESTOR  PARTNERS FUND,  L.P. (THE  "PURCHASER") WILL  NOT
ACCEPT TENDERS OF SHARES OF COMMON STOCK OF ANACOMP, INC. ISSUED AND OUTSTANDING
ON OR PRIOR TO THE EFFECTIVE DATE OF THE PLAN (AS DEFINED HEREIN).
 
    THE  OFFER  IS CONDITIONED  UPON (I)  THERE BEING  VALIDLY TENDERED  AND NOT
WITHDRAWN  PRIOR  TO  THE  EXPIRATION   OF  THE  OFFER  1,500,000  NEW   SHARES,
REPRESENTING  APPROXIMATELY 15%  OF THE  NEW SHARES  EXPECTED TO  BE OUTSTANDING
FOLLOWING CONSUMMATION OF THE PLAN, (II) THE CONFIRMATION OF THE PLAN, (III) THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, WITH THE TERMS AND CONDITIONS
OF THE SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, ANY OTHER SECURITIES OF THE
COMPANY OUTSTANDING IMMEDIATELY AFTER CONSUMMATION OF THE PLAN AND THE  ARTICLES
OF  INCORPORATION AND BYLAWS OF  THE COMPANY THAT WILL  BE IN EFFECT IMMEDIATELY
FOLLOWING THE EFFECTIVE DATE OF THE PLAN, (IV) THE PURCHASER BEING SATISFIED, IN
ITS SOLE DISCRETION,  THAT CHAPTER 42  OF THE INDIANA  BUSINESS CORPORATION  LAW
(THE  "IBCL") IS INAPPLICABLE TO  THE ACQUISITION OF THE  NEW SHARES PURSUANT TO
THIS OFFER  TO  PURCHASE,  (V)  THE  PURCHASER  BEING  SATISFIED,  IN  ITS  SOLE
DISCRETION,  THAT CHAPTER 43 OF  THE IBCL WILL BE  INAPPLICABLE TO THE PURCHASER
FOLLOWING ITS ACQUISITION OF THE NEW SHARES PURSUANT TO THIS OFFER TO  PURCHASE,
(VI)  THE PURCHASER BEING SATISFIED, IN  ITS SOLE DISCRETION, THAT THE COMPANY'S
CURRENTLY OUTSTANDING RIGHTS HAVE BEEN REDEEMED OR ARE OTHERWISE INAPPLICABLE TO
THE OFFER, (VII) THE EXPIRATION OR TERMINATION OF ALL WAITING PERIODS IMPOSED BY
THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS  ACT OF 1976,  AS AMENDED, AND  THE
REGULATIONS  THEREUNDER,  (VIII)  THE  PURCHASER BEING  SATISFIED,  IN  ITS SOLE
DISCRETION, THAT THERE HAS  NOT BEEN, AND,  PRIOR TO THE  EFFECTIVE DATE OF  THE
PLAN,  THERE WILL NOT BE,  ANY MATERIAL CHANGES TO THE  PLAN, AND (IX) THE OTHER
CONDITIONS DESCRIBED HEREIN.
 
    THE PURCHASER CURRENTLY EXPECTS THE OFFER  TO EXPIRE PRIOR TO THE  EFFECTIVE
DATE OF THE PLAN, IN WHICH CASE TENDERS MAY ONLY BE MADE THROUGH COMPLIANCE WITH
THE  GUARANTEED  DELIVERY PROCEDURES  SET FORTH  IN THE  OFFER TO  PURCHASE, AND
PAYMENT FOR NEW SHARES WILL  NOT BE MADE UNTIL AFTER  THE EFFECTIVE DATE OF  THE
PLAN.
                           --------------------------
                                   IMPORTANT
 
    IT  IS CURRENTLY  ANTICIPATED THAT THE  OFFER WILL EXPIRE  BEFORE NEW SHARES
HAVE BEEN ISSUED BY ANACOMP, INC. PURSUANT TO THE PLAN. THUS, A SHAREHOLDER  WHO
DESIRES TO TENDER NEW SHARES (I) WILL NOT BE ABLE TO TENDER THE CERTIFICATES FOR
SUCH  NEW SHARES, (II)  WILL NOT BE ABLE  TO COMPLY IN A  TIMELY MANNER WITH THE
PROCEDURE FOR  BOOK-ENTRY TRANSFER,  AND (III)  WILL BE  UNABLE TO  DELIVER  ALL
REQUIRED  DOCUMENTS  TO  THE  DEPOSITARY  PRIOR  TO  THE  CURRENTLY  ANTICIPATED
EXPIRATION DATE.  THEREFORE, A  SHAREHOLDER WHO  DESIRES TO  TENDER ALL  OR  ANY
PORTION  OF  SUCH  SHAREHOLDER'S  NEW  SHARES MUST  TENDER  SUCH  NEW  SHARES BY
FOLLOWING THE PROCEDURE FOR GUARANTEED DELIVERY  SET FORTH IN SECTION 2.  UNLESS
THE  OFFER IS EXTENDED BEYOND  THE EFFECTIVE DATE OF  THE PLAN, ALL SHAREHOLDERS
WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH THE GUARANTEED DELIVERY PROCEDURES
SET FORTH IN SUCH SECTION 2.
 
    IF THE OFFER EXPIRES AFTER THE NEW SHARES HAVE BEEN ISSUED BY ANACOMP,  INC.
PURSUANT  TO THE PLAN,  A SHAREHOLDER DESIRING  TO TENDER ALL  OR ANY PORTION OF
SUCH SHAREHOLDER'S NEW SHARES MAY DO  SO EITHER BY FOLLOWING THE PROCEDURES  FOR
GUARANTEED  DELIVERY SET FORTH IN SECTION 2 OR BY (I) COMPLETING AND SIGNING THE
LETTER OF  TRANSMITTAL  OR A  FACSIMILE  COPY  THEREOF IN  ACCORDANCE  WITH  THE
INSTRUCTIONS  IN THE LETTER OF  TRANSMITTAL, HAVING SUCH SHAREHOLDER'S SIGNATURE
THEREON GUARANTEED IF REQUIRED  BY INSTRUCTION 1 TO  THE LETTER OF  TRANSMITTAL,
MAILING  OR DELIVERING THE LETTER  OF TRANSMITTAL OR SUCH  FACSIMILE, OR, IN THE
CASE OF A BOOK-ENTRY  TRANSFER EFFECTED PURSUANT TO  THE PROCEDURE SET FORTH  IN
SECTION  2,  AN AGENT'S  MESSAGE  (AS DEFINED  HEREIN),  AND ANY  OTHER REQUIRED
DOCUMENTS TO THE DEPOSITARY AND EITHER DELIVERING THE CERTIFICATES FOR SUCH  NEW
SHARES  TO THE DEPOSITARY ALONG  WITH THE LETTER OF  TRANSMITTAL OR FACSIMILE OR
DELIVER SUCH NEW SHARES  PURSUANT TO THE PROCEDURE  FOR BOOK-ENTRY TRANSFER  SET
FORTH  IN  SECTION  2  OR (II)  REQUESTING  SUCH  SHAREHOLDER'S  BROKER, DEALER,
COMMERCIAL BANK, TRUST COMPANY  OR OTHER NOMINEE TO  EFFECT THE TRANSACTION  FOR
SUCH  SHAREHOLDER. A SHAREHOLDER HAVING  NEW SHARES REGISTERED IN  THE NAME OF A
BROKER, DEALER, COMMERCIAL  BANK, TRUST  COMPANY OR OTHER  NOMINEE MUST  CONTACT
SUCH  BROKER, DEALER,  COMMERCIAL BANK, TRUST  COMPANY OR OTHER  NOMINEE IF SUCH
SHAREHOLDER DESIRES TO TENDER SUCH NEW SHARES.
 
    QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS OFFER
TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY
BE DIRECTED  TO  THE  INFORMATION  AGENT  OR TO  THE  DEALER  MANAGER  AT  THEIR
RESPECTIVE  ADDRESSES AND TELEPHONE NUMBERS SET FORTH  ON THE BACK COVER OF THIS
OFFER TO PURCHASE.
                           --------------------------
 
                      THE DEALER MANAGER FOR THE OFFER IS:
                              SALOMON BROTHERS INC
 
April 19, 1996
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                -----
<C>            <S>                                                                                           <C>
Introduction...............................................................................................           1
The Tender Offer...........................................................................................           3
           1.  Terms of the Offer; Proration...............................................................           3
           2.  Procedure for Tendering New Shares..........................................................           5
           3.  Withdrawal Rights...........................................................................           8
           4.  Acceptance for Payment and Payment..........................................................           9
           5.  Certain Federal Income Tax Consequences; Tax Matters........................................          11
           6.  Price Range of the New Shares; Dividends on the New Shares..................................          12
           7.  Effect of the Offer on the Market for the New Shares........................................          13
           8.  Certain Information Concerning the Company..................................................          13
           9.  Certain Information Concerning the Purchaser................................................          15
          10.  Source and Amount of Funds..................................................................          15
          11.  Contacts with the Company; Background of the Offer..........................................          15
          12.  Purpose of the Offer........................................................................          17
          13.  Dividends and Distributions.................................................................          17
          14.  Certain Conditions of the Offer.............................................................          18
          15.  Certain Legal Matters.......................................................................          21
          16.  Fees and Expenses...........................................................................          25
          17.  Miscellaneous...............................................................................          25
</TABLE>
 
                                       i
<PAGE>
To the Prospective Holders of New Shares
of Anacomp, Inc. to be Issued Pursuant to the
Second Amended Joint Plan of Reorganization of Anacomp, Inc.
and Certain of Its Subsidiaries:
 
                                  INTRODUCTION
 
BACKGROUND
 
    On  January  5,  1996  (the  "Petition  Date"),  Anacomp,  Inc.,  an Indiana
corporation (the "Company"), and certain of its subsidiaries filed petitions for
relief under Chapter 11 of Title 11  of the United States Code (the  "Bankruptcy
Code") with the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). The Company is currently in default under substantially all
its debt agreements, including its outstanding 15% Senior Subordinated Notes due
2000  (the "Notes"),  9% Convertible Subordinated  Debentures due  1996 (the "9%
Debentures") and  13.875%  Convertible  Subordinated Debentures  due  2002  (the
"13.875%  Debentures" and, together  with the 9%  Debentures, the "Debentures").
The Notes and  the Debentures are  hereinafter collectively referred  to as  the
"Securities."  On March  28, 1996, the  Company and certain  of its subsidiaries
filed a  second  amended  joint  plan  of  reorganization  (the  "Plan")  and  a
disclosure  statement  with  respect  thereto,  which  disclosure  statement, as
amended (the "Disclosure Statement"),  was approved by  the Bankruptcy Court  on
that  same date. Pursuant to the Plan, among  other things, on the date that the
Plan is consummated (the "Effective Date of the Plan"), (a) 20,000,000 shares of
newly issued common stock, par  value $.01 per share  (such shares, if and  when
issued,  referred to as  the "New Shares"),  will be authorized  pursuant to the
amended and restated articles of  incorporation of the reorganized Company  (the
"Articles  of Incorporation"), 10,000,000 shares of  which will be issued on the
Effective Date of the  Plan, (b) the Securities  and the previously  outstanding
Common  Stock of the  Company will be  deemed cancelled and  terminated, (c) the
Notes will  represent  the right  for  each holder  of  Notes as  of  that  date
specified  in  the  order  of  the Bankruptcy  Court  confirming  the  Plan (the
"Confirmation Order") as the distribution record date with respect to each class
of claimants  in the  reorganization of  the Company,  or, if  no such  date  is
specified,  the business day immediately prior to the Effective Date of the Plan
(the "Distribution Record Date") to receive, in full satisfaction of its  claim,
its  pro  rata  share  of  $160  million  in  principal  amount  of  new  senior
subordinated notes  due  2002 (the  "New  Senior Subordinated  Notes")  and  (i)
9,250,000  New Shares (if  the Debenture holders  as a class  vote to accept the
Plan) or (ii) 10,000,000 New Shares (if the Debenture holders as a class vote to
reject the Plan), (d)  if the Debenture  holders as a class  vote to accept  the
Plan,  the Debentures will represent the right  for each holder of Debentures as
of the Distribution Record Date to  receive, in full satisfaction of its  claim,
its  pro  rata share  of  750,000 New  Shares  and newly  issued  warrants ("New
Warrants") to purchase  additional New Shares  and (e) the  New Shares, the  New
Subordinated  Notes and the New Warrants will become effective. If the Debenture
holders as a class vote  to reject the Plan, the  Plan provides that holders  of
Debentures  will not receive or  retain any property under  the Plan and the New
Shares, New Warrants  and other consideration  that would have  been payable  to
them had they voted as a class to accept the Plan will instead be distributed to
holders  of  the Notes  as of  the  Distribution Record  Date. The  Plan further
provides for additional distributions  of New Warrants to  holders of the  Notes
and/or the Debentures if certain classes of the Company's debt or equity holders
vote to reject the Plan.
 
THE OFFER
 
    Questor   Partners  Fund,   L.P.,  a   Delaware  limited   partnership  (the
"Purchaser"), hereby offers to purchase up to 4,400,000 New Shares at $7.75  per
New  Share (the "Offer  Price"), net to the  seller in cash,  upon the terms and
subject to the conditions set forth in this Offer to Purchase and in the related
Letter of Transmittal (which, together with any amendments or supplements hereto
or thereto, collectively constitute the "Offer").
 
    Tendering shareholders  will  not be  obligated  to pay  brokerage  fees  or
commissions  or,  except  as  set  forth  in  Instruction  6  of  the  Letter of
Transmittal, transfer taxes on the purchase of New Shares pursuant to the Offer.
The Purchaser will pay all fees and  expenses of Salomon Brothers Inc, which  is
 
                                       1
<PAGE>
acting  as Dealer  Manager (the  "Dealer Manager"),  Chemical Mellon Shareholder
Services, L.L.C., which is acting as the Depositary (the "Depositary"), and D.F.
King &  Co.,  Inc., which  is  acting  as Information  Agent  (the  "Information
Agent"), incurred in connection with the Offer. See Section 16.
 
CONDITIONS TO THE OFFER
 
    THE  MINIMUM TENDER CONDITION.   THE OFFER IS  CONDITIONED UPON, AMONG OTHER
THINGS, THERE BEING VALIDLY TENDERED AND  NOT WITHDRAWN PRIOR TO THE  EXPIRATION
DATE  (AS DEFINED  IN SECTION  1) 1,500,000 NEW  SHARES (THE  "MINIMUM NUMBER OF
SHARES"), WHICH REPRESENT  APPROXIMATELY 15% OF  THE NEW SHARES  EXPECTED TO  BE
OUTSTANDING  IMMEDIATELY FOLLOWING CONSUMMATION OF THE PLAN (THE "MINIMUM TENDER
CONDITION"). THE PURCHASER RESERVES THE  RIGHT (SUBJECT TO THE APPLICABLE  RULES
AND  REGULATIONS OF THE SECURITIES  AND EXCHANGE COMMISSION (THE "COMMISSION")),
WHICH IT  PRESENTLY HAS  NO INTENTION  OF  EXERCISING, TO  WAIVE OR  REDUCE  THE
MINIMUM  TENDER CONDITION AND TO ELECT TO PURCHASE, PURSUANT TO THE OFFER, FEWER
THAN THE MINIMUM NUMBER OF SHARES. SEE SECTIONS 1 AND 14.
 
    Purchaser currently holds  $5,300,000 (fully  accreted value)  of the  Notes
that it purchased on March 20, 1996. See Section 11.
 
    THE  CONFIRMATION CONDITION.  THE OFFER IS FURTHER CONDITIONED, AS SET FORTH
MORE SPECIFICALLY  IN SECTION  14, UPON  THE  CONFIRMATION OF  THE PLAN  BY  THE
BANKRUPTCY COURT (THE "CONFIRMATION CONDITION").
 
    Although the Disclosure Statement has been approved by the Bankruptcy Court,
the   Plan   remains   subject   to  confirmation   by   the   Bankruptcy  Court
("Confirmation"). The Purchaser  will not,  under any  circumstances, waive  the
Confirmation  Condition. The Bankruptcy Court has scheduled a hearing on May 17,
1996 to consider the Confirmation of the Plan.
 
    THE SECURITIES  AND  CORPORATE  DOCUMENTS  CONDITION.   THE  OFFER  IS  ALSO
CONDITIONED UPON THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, WITH THE
TERMS  AND CONDITIONS OF THE  SECURITIES TO BE ISSUED  PURSUANT TO THE PLAN, ANY
OTHER SECURITIES OF THE  COMPANY OUTSTANDING IMMEDIATELY FOLLOWING  CONSUMMATION
OF THE PLAN AND WITH THE ARTICLES OF INCORPORATION AND THE BYLAWS OF THE COMPANY
(THE "BYLAWS") (THE "SECURITIES AND CORPORATE DOCUMENTS CONDITION").
 
    The  Purchaser  does  not  expect  that  the  terms  and  conditions  of the
securities to be issued pursuant to the Plan, the Articles of Incorporation  and
the  Bylaws will be  finalized until the  date of the  hearing by the Bankruptcy
Court with respect to Confirmation of the  Plan, and may not be finalized  until
after Confirmation.
 
    THE  CONTROL  SHARE  CONDITION.   THE  OFFER  IS ALSO  CONDITIONED  UPON THE
PURCHASER BEING  SATISFIED,  IN ITS  SOLE  DISCRETION, THAT  THE  PROVISIONS  OF
CHAPTER  42 ("CHAPTER 42") OF THE  INDIANA BUSINESS CORPORATION LAW (THE "IBCL")
ARE INAPPLICABLE TO THE OFFER AND TO  THE ACQUISITION OF NEW SHARES PURSUANT  TO
THE  OFFER (THE  "CONTROL SHARE  CONDITION"). THE  PROVISIONS OF  CHAPTER 42 ARE
DESCRIBED MORE FULLY IN SECTION 15.
 
    Under the  IBCL, Chapter  42 will  be applicable  to the  Offer and  to  the
acquisition  of  New  Shares  pursuant  to  the  Offer  unless  the  Articles of
Incorporation or Bylaws expressly provide  to the contrary. As indicated  above,
the  Purchaser does not  expect the Articles  of Incorporation and  Bylaws to be
finalized until Confirmation.
 
    THE BUSINESS COMBINATION CONDITION.  THE OFFER IS ALSO CONDITIONED UPON  THE
PURCHASER  BEING  SATISFIED,  IN ITS  SOLE  DISCRETION, THAT  THE  PROVISIONS OF
CHAPTER 43 ("CHAPTER  43") OF  THE IBCL WILL  BE INAPPLICABLE  TO THE  PURCHASER
FOLLOWING  ITS ACQUISITION  OF NEW SHARES  PURSUANT TO THE  OFFER (THE "BUSINESS
COMBINATION CONDITION"). THE PROVISIONS OF  CHAPTER 43 ARE DESCRIBED MORE  FULLY
IN SECTION 15.
 
    Under  the  IBCL, Chapter  43 will  be applicable  to the  Offer and  to the
acquisition of  New  Shares  pursuant  to  the  Offer  unless  the  Articles  of
Incorporation  expressly  provide  to  the  contrary.  As  indicated  above, the
Purchaser does not expect  the Articles of Incorporation  to be finalized  until
Confirmation.
 
                                       2
<PAGE>
    THE  RIGHTS CONDITION.   THE  OFFER IS  ALSO CONDITIONED  UPON THE PURCHASER
BEING SATISFIED, IN ITS SOLE  DISCRETION, THAT THE COMPANY'S OUTSTANDING  RIGHTS
(THE "RIGHTS"), ISSUED PURSUANT TO THE RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT")
DATED  AS OF  FEBRUARY 4,  1990, BETWEEN  THE COMPANY  AND MANUFACTURERS HANOVER
TRUST COMPANY, AS RIGHTS AGENT, HAVE BEEN REDEEMED OR ARE OTHERWISE INAPPLICABLE
TO THE  OFFER AND  THE ACQUISITION  OF NEW  SHARES PURSUANT  TO THE  OFFER  (THE
"RIGHTS CONDITION").
 
    THE  HART-SCOTT-RODINO CONDITION.   THE OFFER  IS ALSO  CONDITIONED UPON THE
EXPIRATION  OR   TERMINATION   OF   ALL   WAITING   PERIODS   IMPOSED   BY   THE
HART-SCOTT-RODINO  ANTITRUST  IMPROVEMENTS  ACT  OF 1976,  AS  AMENDED,  AND THE
REGULATIONS THEREUNDER (THE "HSR ACT") (THE "HSR CONDITION"), IF THE HSR ACT  IS
DETERMINED TO BE APPLICABLE TO THE TRANSACTION CONTEMPLATED BY THE OFFER.
 
    In the event that the provisions of the HSR Act are applicable to the Offer,
the  acquisition of New Shares under the  Offer may be consummated following the
expiration of a 15-day waiting period following the filing by the Purchaser of a
Notification and Report  Form with respect  to the Offer,  unless the  Purchaser
receives  a request for additional information  or documentary material from the
Antitrust Division of the  Department of Justice  (the "Antitrust Division")  or
the  Federal Trade  Commission (the  "FTC") or  unless early  termination of the
waiting period is granted. If, within the initial 15-day waiting period,  either
the  Antitrust Division or  the FTC requests  additional information or material
from the Purchaser concerning the Offer, the waiting period will be extended and
will expire at 11:59 p.m., New York  City time, on the tenth calendar day  after
the  date  of substantial  compliance by  the Purchaser  with such  request. The
Hart-Scott-Rodino Condition  will  be  satisfied upon  the  expiration  date  or
termination  of all waiting periods  imposed by the HSR  Act. See Section 15 for
further discussion of the application of the HSR Act.
 
    THE UNCHANGED  PLAN CONDITION.    THE OFFER  IS  ALSO CONDITIONED  UPON  THE
PURCHASER  BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THERE HAS NOT BEEN, AND
PRIOR TO THE CONSUMMATION OF THE  PLAN THERE ("EFFECTIVENESS") WILL NOT BE,  ANY
MATERIAL CHANGES TO THE PLAN.
 
    CERTAIN  OF THE  CONDITIONS OF  THE OFFER  REQUIRE BY  THEIR TERMS  THAT THE
PURCHASER MAKE A FACTUAL OR LEGAL  DETERMINATION "IN ITS SOLE DISCRETION".  WITH
RESPECT  TO  EACH SUCH  CONDITION,  THE PURCHASER  WILL  ANNOUNCE AT  LEAST FIVE
BUSINESS DAYS PRIOR TO THE FINAL EXPIRATION DATE WHETHER SUCH CONDITION HAS BEEN
SATISFIED AS OF THAT TIME; PROVIDED, HOWEVER, THAT THE PURCHASER'S OBLIGATION TO
ACCEPT NEW  SHARES PURSUANT  TO  THE OFFER  SHALL  REMAIN CONDITIONED  UPON  THE
PURCHASER'S  REASONABLE DETERMINATION THAT EACH SUCH CONDITION REMAINS SATISFIED
AS OF THE DATE OF SUCH ACCEPTANCE.
 
    THIS OFFER  TO  PURCHASE  AND  THE RELATED  LETTER  OF  TRANSMITTAL  CONTAIN
IMPORTANT  INFORMATION WHICH  SHOULD BE  READ BEFORE  ANY DECISION  IS MADE WITH
RESPECT TO THE OFFER.
 
                                THE TENDER OFFER
 
1.  TERMS OF THE OFFER; PRORATION
 
    Upon the terms  and subject to  the conditions of  the Offer, the  Purchaser
will accept for payment up to 4,400,000 New Shares validly tendered prior to the
Expiration  Date and not theretofore or  thereafter withdrawn in accordance with
Section 3. The term "Expiration Date" means 12:00 Midnight, New York City  time,
on  Thursday, May 16, 1996,  unless and until the  Purchaser shall have extended
the period of  time during  which the  Offer is open,  in which  event the  term
"Expiration  Date" shall mean the latest time and date at which the Offer, as so
extended by the Purchaser, shall expire.
 
    Subject to  the applicable  rules  and regulations  of the  Commission,  the
Purchaser  expressly reserves the right, in its sole discretion, at any time and
from time to time, and regardless of whether or not any of the events set  forth
in Section 14 shall have occurred or shall have been determined by the Purchaser
to  have occurred, to  (i) extend the period  of time during  which the Offer is
open, and thereby delay acceptance for payment of any New Shares, by giving oral
or written notice of such extension to
 
                                       3
<PAGE>
the Depositary and (ii) amend the Offer  in any other respect by giving oral  or
written  notice of such  amendment to the Depositary,  except that the Purchaser
will not waive the condition to the Offer relating to Confirmation of the  Plan.
THE  PURCHASER SHALL  NOT HAVE  ANY OBLIGATION TO  PAY INTEREST  ON THE PURCHASE
PRICE FOR TENDERED NEW SHARES, WHETHER OR NOT THE PURCHASER EXERCISES ITS  RIGHT
TO EXTEND THE OFFER.
 
    If  by the Expiration Date any or all  conditions to the Offer have not been
satisfied or  waived,  the  Purchaser  reserves the  right  (but  shall  not  be
obligated),  subject to the applicable rules  and regulations of the Commission,
to (i) terminate the Offer and not accept for payment any New Shares and  return
all   tendered  New  Shares  to  tendering  shareholders,  (ii)  waive  all  the
unsatisfied conditions and, subject to  complying with the applicable rules  and
regulations  of the  Commission (subject  to the  proration procedures described
below), accept for payment New Shares  validly tendered prior to the  Expiration
Date  and not theretofore withdrawn, (iii) extend  the Offer and, subject to the
right of shareholders to withdraw New  Shares until the Expiration Date,  retain
the  New Shares that have  been tendered during the  period or periods for which
the Offer is extended or (iv) amend the Offer.
 
    There can be  no assurance  that the Purchaser  will exercise  its right  to
extend  the  Offer.  Any extension,  waiver,  amendment or  termination  will be
followed as promptly as  practicable by public announcement.  In the case of  an
extension,  Rule 14e-1(d) under the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  requires that the  announcement be issued  no later  than
9:00  a.m., New York  City time, on  the next business  day after the previously
scheduled  Expiration   Date  in   accordance  with   the  public   announcement
requirements  of Rule 14d-4(c) under the Exchange Act. Subject to applicable law
(including Rules 14d-4(c)  and 14d-6(d)  under the Exchange  Act, which  require
that  any  material  change  in  the information  published,  sent  or  given to
shareholders  in  connection  with  the   Offer  be  promptly  disseminated   to
shareholders  in a  manner reasonably  designed to  inform shareholders  of such
change), and without limiting  the manner in which  the Purchaser may choose  to
make  any public  announcement, the  Purchaser will  not have  any obligation to
publish, advertise or otherwise communicate  any such public announcement  other
than by making a release to the Dow Jones News Service.
 
    If  the Purchaser extends the  Offer or if the  Purchaser (whether before or
after its acceptance for payment of New Shares) is delayed in its acceptance for
payment of New  Shares or it  is unable to  pay for New  Shares pursuant to  the
Offer  for any reason,  then, without prejudice to  the Purchaser's rights under
the Offer,  the Depositary  may retain  tendered  New Shares  on behalf  of  the
Purchaser,  and  such New  Shares  may not  be  withdrawn except  to  the extent
tendering shareholders are entitled to withdrawal rights as described in Section
3. However, the ability  of the Purchaser  to delay the  payment for New  Shares
that  the Purchaser has accepted for payment  is limited by Rule 14e-1 under the
Exchange Act, which  requires that  a bidder  pay the  consideration offered  or
return  the  securities  deposited by  or  on  behalf of  holders  of securities
promptly after  the  termination  or  withdrawal of  such  bidder's  offer.  THE
PURCHASER  WILL  NOT PAY  FOR ANY  NEW  SHARE, HOWEVER,  PRIOR TO  RECEIVING THE
CERTIFICATE FOR  SUCH  NEW SHARE  (OR,  IN  THE CASE  OF  BOOK-ENTRY  PROCEDURES
DESCRIBED  IN SECTION 2, AN AGENT'S MESSAGE), WHICH CANNOT OCCUR UNTIL AFTER THE
EFFECTIVE DATE OF THE PLAN. SEE SECTION 4 FOR A MORE DETAILED DISCUSSION OF  THE
ACCEPTANCE AND PAYMENT FOR NEW SHARES BY THE PURCHASER.
 
    If  the Purchaser makes a  material change in the terms  of the Offer or the
information concerning the Offer  or waives a material  condition of the  Offer,
the  Purchaser will disseminate additional tender offer materials and extend the
Offer to the  extent required by  Rules 14d-4(c), 14d-6(d)  and 14e-1 under  the
Exchange  Act.  The  minimum period  during  which  the Offer  must  remain open
following material changes in the terms  of the Offer or information  concerning
the  Offer,  other than  a change  in price  or  a change  in the  percentage of
securities sought, will depend upon  the facts and circumstances then  existing,
including  the relative  materiality of the  changed terms  or information. With
respect to a change in price or a change in the percentage of securities sought,
a minimum period of 10 business days is generally required to allow for adequate
dissemination to  shareholders.  IF  THE PURCHASER  WAIVES  THE  MINIMUM  TENDER
CONDITION  IN  ACCORDANCE WITH  SECTION 14,  THE  PURCHASER WILL,  IF NECESSARY,
EXTEND THE EXPIRATION DATE SO THAT THE OFFER WILL REMAIN OPEN FOR AT LEAST  FIVE
BUSINESS  DAYS AFTER THE ANNOUNCEMENT OF SUCH WAIVER IS FIRST PUBLISHED, SENT OR
GIVEN TO HOLDERS OF NEW SHARES. THE
 
                                       4
<PAGE>
PURCHASER CURRENTLY EXPECTS THE OFFER TO  EXPIRE PRIOR TO THE EFFECTIVE DATE  OF
THE  PLAN, IN WHICH  CASE TENDERS MAY  ONLY BE MADE  THROUGH COMPLIANCE WITH THE
GUARANTEED DELIVERY PROCEDURES SET FORTH IN SECTION 2 AND PAYMENT FOR NEW SHARES
WILL NOT BE MADE UNTIL  AFTER THE EFFECTIVE DATE OF  THE PLAN. IN ADDITION,  THE
PURCHASER WILL NOT PAY FOR ANY NEW SHARES PRIOR TO RECEIVING THE CERTIFICATE FOR
SUCH NEW SHARE (OR, IN THE CASE OF BOOK-ENTRY PROCEDURES DESCRIBED IN SECTION 2,
AN  AGENT'S MESSAGE), WHICH CANNOT  OCCUR UNTIL AFTER THE  EFFECTIVE DATE OF THE
PLAN. SEE SECTION 4 FOR A MORE DETAILED DISCUSSION OF THE ACCEPTANCE AND PAYMENT
FOR NEW SHARES BY THE PURCHASER.
 
    Consummation of the Offer  is conditioned upon  satisfaction of the  Minimum
Tender  Condition,  the  Confirmation Condition,  the  Securities  and Corporate
Documents Condition,  the  Control  Share Condition,  the  Business  Combination
Condition,  the  Rights  Condition,  the  Hart-Scott-Rodino  Condition  and  the
Unchanged Plan Condition and the other  conditions set forth in Section 14.  The
Purchaser  reserves the right (but  shall not be obligated)  to waive any or all
such conditions.
 
    Upon the terms  and subject to  the conditions  of the Offer,  if more  than
4,400,000  New Shares are validly tendered prior  to the Expiration Date and not
theretofore  withdrawn  in  accordance  with  Section  3,  the  Purchaser   will
nevertheless  accept for payment and pay for only 4,400,000 New Shares, on a pro
rata basis (with appropriate  adjustments to avoid  purchases of fractional  New
Shares)  according  to  the  number  of New  Shares  properly  tendered  by each
shareholder at or prior to the Expiration Date and not theretofore withdrawn. In
the event that such proration of tendered New Shares is required, because of the
difficulty of determining the precise number of New Shares properly tendered and
not withdrawn (due  in part to  the guaranteed delivery  procedure described  in
Section  2), the Purchaser does not expect that  it will be able to announce the
final results of such proration or pay  for any New Shares until at least  seven
business  days after the Expiration Date.  Preliminary results of proration will
be announced by press  release as promptly as  practicable after the  Expiration
Date.  Shareholders may obtain such preliminary information from the Information
Agent and may be able to obtain such information from their brokers or financial
advisors.
 
    The Purchaser has requested  from the Company lists  of persons holding  the
Securities  for the purpose of disseminating the Offer to prospective holders of
the New Shares. This  Offer to Purchase, the  related Letter of Transmittal  and
other  relevant materials will  be mailed by  the Purchaser to  such persons and
will be furnished by the Purchaser to brokers, dealers, commercial banks,  trust
companies  and  similar persons  whose names,  or the  names of  whose nominees,
appear on such  lists or, if  applicable, who  are listed as  participants in  a
clearing  agency's  security  position listing,  for  subsequent  transmittal to
prospective beneficial owners of New Shares.
 
2.  PROCEDURE FOR TENDERING NEW SHARES
 
    THE PURCHASER CURRENTLY EXPECTS THE OFFER  TO EXPIRE PRIOR TO THE  EFFECTIVE
DATE OF THE PLAN, IN WHICH CASE TENDERS MAY ONLY BE MADE THROUGH COMPLIANCE WITH
THE GUARANTEED DELIVERY PROCEDURES SET FORTH BELOW.
 
    VALID  TENDER.  For a  shareholder validly to tender  New Shares pursuant to
the Offer,  either  (i)  a  properly  completed  and  duly  executed  Letter  of
Transmittal  (or  facsimile  thereof),  together  with  any  required  signature
guarantees (or, in  the case of  a book-entry transfer,  an Agent's Message  (as
defined  below)) and any other documents  required by the Letter of Transmittal,
must be received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase and either certificates for tendered New  Shares
must  be received by the Depositary at one  of such addresses or such New Shares
must be delivered pursuant  to the procedure for  book-entry transfer set  forth
below  (and  a  Book-Entry  Confirmation  (as  defined  below)  received  by the
Depositary), in each case  prior to the Expiration  Date, or (ii) the  tendering
shareholder  must comply with the guaranteed delivery procedure set forth below.
BECAUSE CERTIFICATES FOR THE NEW SHARES HAVE  NOT BEEN ISSUED AS OF THE DATE  OF
THIS  OFFER, AND WILL NOT BE ISSUED UNTIL  AFTER THE EFFECTIVE DATE OF THE PLAN,
UNLESS THE PERIOD OF THE  OFFER EXTENDS BEYOND THE  EFFECTIVE DATE OF THE  PLAN,
ALL  SHAREHOLDERS WILL BE REQUIRED TO  TENDER IN COMPLIANCE WITH SUCH GUARANTEED
DELIVERY PROCEDURES.
 
                                       5
<PAGE>
    The Depositary will establish an account  with respect to the New Shares  at
The  Depository  Trust Company  and the  Midwest  Securities Trust  Company (the
"Book-Entry Transfer Facilities") for purposes of the Offer within two  business
days after the date of this Offer to Purchase. Any financial institution that is
a  participant in  any of the  Book-Entry Transfer Facilities'  systems may make
book-entry delivery of New Shares by  causing a Book-Entry Transfer Facility  to
transfer  such New Shares into the  Depositary's account in accordance with such
Book-Entry Transfer Facility's procedures  for such transfer. However,  although
delivery  of New  Shares may  be effected  through book-entry  transfer into the
Depositary's  account  at  a  Book-Entry   Transfer  Facility,  the  Letter   of
Transmittal  (or facsimile thereof), properly  completed and duly executed, with
any required signature guarantees (or an Agent's Message) and any other required
documents, must, in any case, be transmitted to, and received by, the Depositary
at one of its addresses  set forth on the back  cover of this Offer to  Purchase
prior  to the Expiration Date, or the tendering shareholder must comply with the
guaranteed delivery procedure described below. The confirmation of a  book-entry
transfer  of New Shares  into the Depositary's account  at a Book-Entry Transfer
Facility  as  described   above  is   referred  to  herein   as  a   "Book-Entry
Confirmation".  DELIVERY  OF  DOCUMENTS  TO A  BOOK-ENTRY  TRANSFER  FACILITY IN
ACCORDANCE  WITH  SUCH  BOOK-ENTRY  TRANSFER  FACILITY'S  PROCEDURES  DOES   NOT
CONSTITUTE  DELIVERY TO THE DEPOSITARY.  FURTHER, SUCH BOOK-ENTRY TRANSFERS WILL
NOT BE  POSSIBLE  BEFORE THE  EFFECTIVE  DATE OF  THE  PLAN AND  THE  SUBSEQUENT
ISSUANCE  OF CERTIFICATES  FOR THE  NEW SHARES. UNLESS  THE PERIOD  OF THE OFFER
EXTENDS BEYOND THE EFFECTIVE DATE OF THE PLAN, ALL SHAREHOLDERS WILL BE REQUIRED
TO TENDER IN COMPLIANCE WITH THE GUARANTEED DELIVERY PROCEDURES SET FORTH BELOW.
 
    The term  "Agent's Message"  means  a message  transmitted by  a  Book-Entry
Transfer  Facility to, and received  by, the Depositary and  forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an  express acknowledgement  from the  participant in  such  Book-Entry
Transfer  Facility tendering the  New Shares that  such participant has received
and agrees to be bound  by the terms of the  Letter of Transmittal and that  the
Purchaser may enforce such agreement against the participant.
 
    THE  METHOD OF  DELIVERY OF  NEW SHARES, THE  LETTER OF  TRANSMITTAL AND ALL
OTHER REQUIRED  DOCUMENTS, INCLUDING  DELIVERY THROUGH  ANY BOOK-ENTRY  TRANSFER
FACILITY,  IS AT THE ELECTION AND RISK  OF THE TENDERING SHAREHOLDER. NEW SHARES
WILL  BE  DEEMED  DELIVERED  ONLY  WHEN  ACTUALLY  RECEIVED  BY  THE  DEPOSITARY
(INCLUDING,  IN THE CASE OF A  BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,  PROPERLY
INSURED,  IS RECOMMENDED.  IN ALL  CASES, SUFFICIENT  TIME SHOULD  BE ALLOWED TO
ENSURE TIMELY DELIVERY.
 
    SIGNATURE GUARANTEES.  No signature guarantee  is required on the Letter  of
Transmittal  if (i) the Letter of Transmittal is signed by the registered holder
of  New  Shares  (which  term,  for  purposes  of  this  Section,  includes  any
participant  in any  of the Book-Entry  Transfer Facilities'  systems whose name
appears on a security position listing as the owner of the New Shares)  tendered
therewith  and such registered holder has  not completed either the box entitled
"Special  Delivery   Instructions"  or   the  box   entitled  "Special   Payment
Instructions"  on the Letter of Transmittal or (ii) such New Shares are tendered
for the account  of a  financial institution (including  most commercial  banks,
savings and loan associations and brokerage houses) that is a participant in the
Security  Transfer  Agents  Medallion  Program,  the  New  York  Stock  Exchange
Medallion Signature Guarantee  Program or the  Stock Exchange Medallion  Program
(each  of the foregoing being referred to  as an "Eligible Institution"). In all
other cases, all signatures on the Letters of Transmittal must be guaranteed  by
an  Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal.
If the certificates for New Shares are registered in the name of a person  other
than  the signer of  the Letter of Transmittal,  or if payment is  to be made or
certificates for New Shares not tendered or  not accepted for payment are to  be
issued  to  a  person  other  than the  registered  holder  of  the certificates
surrendered, the  tendered  certificates  must be  endorsed  or  accompanied  by
appropriate  stock powers, in either case signed exactly as the name or names of
the registered holders or owners appear on the certificates, with the signatures
on the certificates or stock powers  guaranteed as aforesaid. See Instruction  5
to the Letter of Transmittal.
 
                                       6
<PAGE>
    GUARANTEED DELIVERY.  If a shareholder desires to tender New Shares pursuant
to  the Offer and  such shareholder's certificates  for New Shares  have not yet
been issued,  are  not  immediately  available,  the  procedure  for  book-entry
transfer  cannot be  completed on  a timely  basis or  time will  not permit all
required documents to reach  the Depositary prior to  the Expiration Date,  such
shareholder's tender may be effected if all the following conditions are met:
 
           (i)
           such tender is made by or through an Eligible Institution;
 
          (ii)
           a  properly completed and duly executed Notice of Guaranteed Delivery
           substantially in the form  provided by the  Purchaser is received  by
    the Depositary, as provided below, prior to the Expiration Date; and
 
         (iii)
           the  certificates for  all tendered  New Shares,  in proper  form for
           transfer (or  a  Book-Entry Confirmation  with  respect to  such  New
    Shares),  together with  a properly  completed and  duly executed  Letter of
    Transmittal (or facsimile thereof),  with any required signature  guarantees
    (or  in the case of  book-entry transfer, an Agent's  Message) and any other
    documents required  by  the  Letter  of Transmittal,  are  received  by  the
    Depositary  within three New York Stock Exchange, Inc. ("NYSE") trading days
    after receipt of  New Shares by  the tendering shareholder  pursuant to  the
    Plan  or,  if  later, within  three  NYSE  trading days  after  the  date of
    execution of such Notice of Guaranteed Delivery.
 
    The Notice of Guaranteed Delivery may be delivered by hand to the Depositary
or transmitted by telegram, facsimile transmission or mail to the Depositary and
must include a guarantee  by an Eligible  Institution in the  form set forth  in
such Notice of Guaranteed Delivery.
 
    UNLESS  THE PERIOD  OF THE  OFFER EXTENDS BEYOND  THE EFFECTIVE  DATE OF THE
PLAN, ALL  SHAREHOLDERS WILL  BE REQUIRED  TO TENDER  IN COMPLIANCE  WITH  THESE
INSTRUCTIONS  FOR GUARANTEED DELIVERY. SHAREHOLDERS TENDERING IN ACCORDANCE WITH
THESE  GUARANTEED  DELIVERY   PROCEDURES  WILL  NOT   BE  REQUIRED  TO   DELIVER
CERTIFICATES  FOR THE NEW SHARES UNTIL AFTER  THE EFFECTIVE DATE OF THE PLAN. IN
ADDITION, THE PURCHASER WILL NOT  PAY FOR ANY NEW  SHARE PRIOR TO RECEIVING  THE
CERTIFICATE  FOR  SUCH  NEW SHARE  (OR,  IN  THE CASE  OF  BOOK-ENTRY PROCEDURES
DESCRIBED IN SECTION 2, AN AGENT'S MESSAGE), WHICH CANNOT OCCUR UNTIL AFTER  THE
EFFECTIVE  DATE OF THE PLAN. SEE SECTION 4 FOR A MORE DETAILED DISCUSSION OF THE
ACCEPTANCE AND PAYMENT FOR NEW SHARES BY THE PURCHASER.
 
    Notwithstanding any other provision hereof, payment for New Shares  accepted
for  payment pursuant to the  Offer will in all cases  be made only after timely
receipt by  the Depositary  of  (i) certificates  for  (or a  timely  Book-Entry
Confirmation  with respect to) such New Shares, (ii) a Letter of Transmittal (or
facsimile thereof),  properly completed  and duly  executed, with  any  required
signature  guarantees  (or,  in  the case  of  book-entry  transfer,  an Agent's
Message), and (iii) any other documents  required by the Letter of  Transmittal.
Accordingly,  tendering shareholders  may be  paid at  different times depending
upon when certificates for New  Shares or Book-Entry Confirmations are  actually
received by the Depositary.
 
    UNDER  NO CIRCUMSTANCES WILL INTEREST  BE PAID ON THE  PURCHASE PRICE OF THE
NEW SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER
OR ANY DELAY IN MAKING SUCH PAYMENT.
 
    The valid tender of New Shares  pursuant to one of the procedures  described
above  will constitute a binding agreement between the tendering shareholder and
the Purchaser upon the terms and subject to the conditions of the Offer.
 
                                       7
<PAGE>
    APPOINTMENT.   By executing a Letter of  Transmittal as set forth above, the
tendering shareholder will  irrevocably appoint  designees of  the Purchaser  as
such  shareholder's attorneys-in-fact and proxies in the manner set forth in the
Letter of Transmittal, each with full power of substitution, to the full  extent
of  such shareholder's rights  with respect to  the New Shares  tendered by such
shareholder and accepted for  payment by the Purchaser  and with respect to  any
and  all other New  Shares or other  securities or rights  issued or issuable in
respect of such New Shares  on or after the  Distribution Record Date. All  such
proxies  shall be considered coupled with an interest in the tendered New Shares
and other securities  or rights. Such  appointment will be  effective when,  and
only  to the extent that, the Purchaser  accepts for payment New Shares tendered
by such shareholder as  provided herein. Upon such  acceptance for payment,  all
prior  powers of attorney and proxies given  by such shareholder with respect to
such New Shares or other securities  or rights will, without further action,  be
revoked  and no subsequent powers of attorney  and proxies may be given (and, if
given, will  not be  deemed  effective). The  designees  of the  Purchaser  will
thereby  be empowered to  exercise all voting  and other rights  with respect to
such New Shares or other securities or rights in respect of any annual,  special
or  adjourned meeting  of the Company's  shareholders, or otherwise,  as they in
their sole discretion deem proper. The  Purchaser reserves the right to  require
that,  in order for New  Shares to be deemed  validly tendered, immediately upon
the Purchaser's acceptance for payment of such New Shares, the Purchaser must be
able to exercise full voting  and other rights with  respect to such New  Shares
and  other securities or rights, including voting at any meeting of shareholders
then scheduled.
 
    DETERMINATION OF  VALIDITY.    All  questions  as  to  the  validity,  form,
eligibility  (including time  of receipt)  and acceptance  of any  tender of New
Shares will  be  determined by  the  Purchaser  in its  sole  discretion,  which
determination  will be  final and binding.  The Purchaser  reserves the absolute
right to reject any or all tenders determined by it not to be in proper form  or
the  acceptance for payment of  or payment for which may,  in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right
to waive any defect or irregularity in any tender with respect to any particular
New Shares, whether or not similar  defects or irregularities are waived in  the
case  of other New Shares. No  tender of New Shares will  be deemed to have been
validly made  until all  defects or  irregularities relating  thereto have  been
cured  or waived. None of the Purchaser, Parent, the Depositary, the Information
Agent, either Dealer Manager or any other person will be under any duty to  give
notification  of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. The Purchaser's interpretation of the
terms and conditions of the Offer  (including the Letter of Transmittal and  the
instructions thereto) will be final and binding.
 
    BACKUP  WITHHOLDING.   In  order to  avoid  "backup withholding"  of Federal
income tax on payments of cash pursuant to the Offer, a shareholder surrendering
New Shares in  the Offer  must provide  the Depositary  with such  shareholder's
correct  taxpayer identification  number ("TIN")  on a  Substitute Form  W-9 and
certify under  penalties of  perjury that  such  TIN is  correct and  that  such
shareholder   is  not  subject  to   backup  withholding.  Certain  shareholders
(including, among others, all corporations  and certain foreign individuals  and
entities)  are  not subject  to backup  withholding. If  a shareholder  does not
provide its correct TIN or fails to provide the certifications described  above,
the  Internal Revenue Service  ("IRS") may impose a  penalty on such shareholder
and payment of cash to such shareholder pursuant to the Offer may be subject  to
backup  withholding at a  rate of 31%. All  shareholders surrendering New Shares
pursuant to the Offer should complete and  sign the main signature form and  the
Substitute Form W-9 included as part of the Letter of Transmittal to provide the
information  and certification necessary to  avoid backup withholding (unless an
applicable exemption  exists and  is  proved in  a  manner satisfactory  to  the
Purchaser and the Depositary). Noncorporate foreign shareholders should complete
and  sign the main signature form and a Form W-8, Certificate of Foreign Status,
a copy of which may  be obtained from the Depositary,  in order to avoid  backup
withholding.  See Instruction 9 to the  Letter of Transmittal. For other Federal
income tax consequences, see Section 5.
 
3.  WITHDRAWAL RIGHTS
 
    Except as otherwise provided  in this Section 3,  tenders of New Shares  are
irrevocable. New Shares tendered pursuant to the Offer may be withdrawn pursuant
to the procedures set forth below at any time
 
                                       8
<PAGE>
prior to the Expiration Date and, unless theretofore accepted for payment by the
Purchaser  pursuant to the  Offer, may also  be withdrawn at  any time after the
Expiration Date. In  addition, unless  theretofore accepted for  payment by  the
Purchaser  pursuant to the Offer,  New Shares may also  be withdrawn at any time
after Monday, June 18, 1996.
 
    In addition, all  New Shares tendered  and not otherwise  withdrawn will  be
deemed  to have been withdrawn  and will be returned  to shareholders if (i) the
Plan is amended  so as to  result in fewer  New Shares being  issued per  $1,000
principal  amount of  Securities than is  currently contemplated by  the Plan or
(ii) the Offer expires prior to the Effective Date of the Plan and the Effective
Date of the Plan  does not occur  on or before the  twentieth day following  the
Expiration Date.
 
    For a withdrawal (other than a deemed withdrawal pursuant to the immediately
preceding  paragraph)  to  be  effective, a  written,  telegraphic  or facsimile
transmission notice of withdrawal must be  timely received by the Depositary  at
one  of its addresses set forth on the  back cover of this Offer to Purchase and
must specify  the name  of  the person  having tendered  the  New Shares  to  be
withdrawn,  the  number  of New  Shares  to be  withdrawn  and the  name  of the
registered holder of the New Shares to be withdrawn, if different from the  name
of  the person who tendered the New  Shares. If certificates for New Shares have
been delivered or  otherwise identified to  the Depositary, then,  prior to  the
physical  release  of  such  certificates,  the  serial  numbers  shown  on such
certificates must be  submitted to the  Depositary and, unless  such New  Shares
have  been tendered by an Eligible Institution,  the signatures on the notice of
withdrawal must be  guaranteed by an  Eligible Institution. If  New Shares  have
been delivered pursuant to the procedure for book-entry transfer as set forth in
Section 2, any notice of withdrawal must also specify the name and number of the
account  at the appropriate Book-Entry Transfer Facility to be credited with the
withdrawn  New  Shares  and  otherwise  comply  with  such  Book-Entry  Transfer
Facility's  procedures.  Withdrawals  of  tenders  of  New  Shares  may  not  be
rescinded, and any New Shares properly  withdrawn will thereafter be deemed  not
validly  tendered for any  purposes of the Offer.  However, withdrawn New Shares
may be retendered by again following one of the procedures described in  Section
2 at any time prior to the Expiration Date.
 
    All  questions as to  the form and  validity (including time  of receipt) of
notices  of  withdrawal  will  be  determined  by  the  Purchaser  in  its  sole
discretion,  which  determination  will  be  final  and  binding.  None  of  the
Purchaser, Depositary, Information  Agent, Dealer Manager,  or any other  person
will  be under any duty to give notification of any defects or irregularities in
any notice of withdrawal  or incur any  liability for failure  to give any  such
notification.
 
4.  ACCEPTANCE FOR PAYMENT AND PAYMENT
 
    Upon the terms and subject to the conditions of the Offer (including, (i) if
the Offer is extended or amended, the terms and conditions of any such extension
or  amendment and  (ii) the  prorating procedures set  forth in  Section 1), the
Purchaser will accept for  payment up to 4,400,000  New Shares validly  tendered
prior  to  the Expiration  Date and  not properly  withdrawn in  accordance with
Section 3.  Any determination  concerning  the satisfaction  of such  terms  and
conditions  will  be  within the  sole  discretion  of the  Purchaser,  and such
determination will  be final  and  binding on  all tendering  shareholders.  See
Sections  1 and  14. The  Purchaser expressly  reserves the  right, in  its sole
discretion, to delay  acceptance for  payment of or  payment for  New Shares  in
order  to comply in whole or in part  with any applicable law, including the HSR
Act. Any such delays will be effected in compliance with Rule 14e-1(c) under the
Exchange Act  (relating to  the  Purchaser's obligation  to  pay for  or  return
tendered New Shares promptly after the termination or withdrawal of the Offer).
 
    Purchaser  intends  to file  with respect  to the  Offer a  Notification and
Report Form with  respect to the  Offer under the  HSR Act if  such a filing  is
required.  The waiting period under  the HSR Act with  respect to the Offer will
expire at 11:59 p.m., New  York City time, on the  15th day after the date  such
form  is filed, unless  early termination of  the waiting period  is granted. In
addition, the Antitrust Division or the  "FTC" may extend the waiting period  by
requesting additional information or documentary material from
 
                                       9
<PAGE>
Purchaser.  If such a request is made,  such waiting period will expire at 11:59
p.m., New  York City  time, on  the  10th day  after substantial  compliance  by
Purchaser  with such request.  See Section 15  hereof for additional information
concerning the HSR Act and the applicability of the antitrust laws to the Offer.
 
    NOTWITHSTANDING ANY OTHER PROVISION HEREOF, PAYMENT FOR NEW SHARES  ACCEPTED
FOR  PAYMENT PURSUANT TO THE  OFFER WILL IN ALL CASES  BE MADE ONLY AFTER TIMELY
RECEIPT BY  THE DEPOSITARY  OF  (I) CERTIFICATES  FOR  (OR A  TIMELY  BOOK-ENTRY
CONFIRMATION  WITH RESPECT TO) SUCH NEW SHARES, (II) A LETTER OF TRANSMITTAL (OR
FACSIMILE THEREOF),  PROPERLY COMPLETED  AND DULY  EXECUTED, WITH  ANY  REQUIRED
SIGNATURE  GUARANTEES  (OR,  IN  THE CASE  OF  BOOK-ENTRY  TRANSFER,  AN AGENT'S
MESSAGE) AND (III) ANY  OTHER DOCUMENTS REQUIRED BY  THE LETTER OF  TRANSMITTAL.
ACCORDINGLY,  TENDERING SHAREHOLDERS  MAY BE  PAID AT  DIFFERENT TIMES DEPENDING
UPON WHEN CERTIFICATES FOR NEW  SHARES OR BOOK-ENTRY CONFIRMATIONS ARE  ACTUALLY
RECEIVED  BY  THE  DEPOSITARY.  THE  PER NEW  SHARE  CONSIDERATION  PAID  TO ANY
SHAREHOLDER  PURSUANT  TO  THE  OFFER  WILL   BE  THE  HIGHEST  PER  NEW   SHARE
CONSIDERATION PAID TO ANY OTHER SHAREHOLDER PURSUANT TO THE OFFER.
 
    For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment  New Shares properly tendered to the  Purchaser and not withdrawn as, if
and when the Purchaser  gives oral or  written notice to  the Depositary of  the
Purchaser's  acceptance for payment  of such New Shares.  Payment for New Shares
accepted for  payment pursuant  to the  Offer will  be made  by deposit  of  the
purchase  price  therefor  with the  Depositary,  which  will act  as  agent for
tendering shareholders for the purpose  of receiving payment from the  Purchaser
and  transmitting  payment to  tendering  shareholders. THE  PURCHASER CURRENTLY
EXPECTS THE OFFER TO EXPIRE  PRIOR TO THE EFFECTIVE DATE  OF THE PLAN, IN  WHICH
CASE  TENDERS MAY ONLY  BE MADE THROUGH COMPLIANCE  WITH THE GUARANTEED DELIVERY
PROCEDURES AND PAYMENT FOR NEW SHARES WILL NOT BE MADE UNTIL AFTER THE EFFECTIVE
DATE OF THE  PLAN. IN ADDITION,  THE PURCHASER WILL  NOT PAY FOR  ANY NEW  SHARE
PRIOR  TO  RECEIVING THE  CERTIFICATE FOR  SUCH NEW  SHARE (OR,  IN THE  CASE OF
BOOK-ENTRY PROCEDURES DESCRIBED IN SECTION 2, AN AGENT'S MESSAGE), WHICH  CANNOT
OCCUR  UNTIL AFTER  THE EFFECTIVE  DATE OF THE  PLAN. SEE  SECTION 4  FOR A MORE
DETAILED DISCUSSION  OF  THE  ACCEPTANCE  AND PAYMENT  FOR  NEW  SHARES  BY  THE
PURCHASER. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF
THE  NEW SHARES TO BE PAID BY THE  PURCHASER, REGARDLESS OF ANY EXTENSION OF THE
OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
 
    If the Purchaser is delayed in its acceptance for payment of or payment  for
New  Shares or is unable to accept for payment or pay for New Shares pursuant to
the Offer for  any reason,  then, without  prejudice to  the Purchaser's  rights
under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange
Act,  which  requires that  a tender  offeror pay  the consideration  offered or
return the tendered securities promptly after the termination or withdrawal of a
tender offer), the  Depositary may,  nevertheless, on behalf  of the  Purchaser,
retain  tendered New Shares, and any such New Shares may not be withdrawn except
to the  extent  tendering  shareholders  are  entitled  to  exercise,  and  duly
exercise,  withdrawal rights as described in Section  3. THE PASSING OF THE TIME
PERIOD AFTER THE EXPIRATION DATE UP  UNTIL DELIVERY OF THE CERTIFICATES FOR  THE
NEW SHARES (OR, IN THE CASE OF BOOK-ENTRY PROCEDURES, AN AGENT'S MESSAGE) TO THE
DEPOSITARY  SHALL  NOT  CONSTITUTE,  IN  ANY WAY,  A  DELAY  IN  THE PURCHASER'S
ACCEPTANCE OF THE NEW SHARES FOR PAYMENT.
 
    If any tendered New Shares are  not purchased pursuant to the Offer  because
of  proration, an  invalid tender  or otherwise,  certificates for  any such New
Shares will be returned,  without expense to the  tendering shareholder (or,  in
the  case of New Shares delivered by book-entry transfer of such New Shares into
the Depositary's  account at  a  Book-Entry Transfer  Facility pursuant  to  the
procedure set forth in Section 2, such New Shares will be credited to an account
maintained  at  the appropriate  Book-Entry Transfer  Facility), as  promptly as
practicable after the expiration or termination of the Offer.
 
    The Purchaser reserves  the right to  transfer or assign,  in whole or  from
time  to time in part, the right to purchase New Shares tendered pursuant to the
Offer, but any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer and will in no way prejudice the rights of tendering
shareholders to receive payment for New Shares validly tendered and accepted for
payment pursuant to the Offer.
 
                                       10
<PAGE>
5.  CERTAIN FEDERAL INCOME TAX CONSEQUENCES; TAX MATTERS
 
    CONSEQUENCES TO TENDERING SHAREHOLDERS.   The following  is a discussion  of
certain  United States Federal income tax consequences of the sale of New Shares
pursuant to  the  Offer by  United  States citizens  and  resident  individuals,
domestic  corporations and other persons and  entities subject to Federal income
taxation on a net income basis with  respect to New Shares. This summary,  which
is  presented for information purposes only, is based on current law, applicable
Treasury regulations, judicial authority and current administrative rulings  and
practices  (all of which  are subject to  change). No rulings  will be requested
from the IRS as to the Federal income tax consequences of the Offer.
 
    This summary does  not discuss the  effects of state,  local or foreign  tax
laws,  or the  tax consequences to  shareholders that are  in special situations
(such as tax-exempt organizations, insurance  companies or dealers in stock  and
securities),  shareholders  that  received  their  New  Shares  pursuant  to the
exercise of employee stock options,  employee stock purchase plans or  otherwise
as  compensation or shareholders that  do not hold their  New Shares as "capital
assets" within the meaning of Section 1221 of the Internal Revenue Code 1986, as
amended (the  "Code").  This  summary  also does  not  discuss  the  proper  tax
treatment  of the shares issued pursuant to the Plan, or any of the exchanges of
securities pursuant thereto.
 
    SHAREHOLDERS ARE URGED TO  CONSULT THEIR OWN TAX  ADVISORS TO DETERMINE  THE
PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY
STATE,  LOCAL OR  FOREIGN INCOME  AND OTHER  TAX LAWS)  OF THE  OFFER. MOREOVER,
SHAREHOLDERS SHOULD BE AWARE THAT UNDER TAX LEGISLATION PROPOSED BUT NOT ENACTED
IN 1995, THE FEDERAL INCOME TAX RATE FOR INDIVIDUALS ON LONG-TERM CAPITAL  GAINS
WOULD BE SIGNIFICANTLY LOWER THAN THE RATE IMPOSED ON ORDINARY INCOME. IT IS NOT
POSSIBLE  TO PREDICT WHETHER SIMILAR LEGISLATION WILL BE ENACTED OR, IF SO, WHAT
THE EFFECTIVE DATE OF SUCH LEGISLATION MIGHT BE.
 
    The Offer will be  treated as a taxable  transaction for federal income  tax
purposes,  and each  tendering shareholder will  recognize capital  gain or loss
equal to the difference between the amount realized by such shareholder and such
shareholder's aggregate  adjusted tax  basis in  the New  Shares surrendered.  A
tendering  shareholder's amount realized will equal  the amount of cash received
pursuant to the Offer. As set forth in the Disclosure Statement, a shareholder's
adjusted tax basis in the New Shares will depend upon whether the New Shares are
received in a taxable or tax-free  exchange and the relative fair market  values
of  the New  Senior Subordinated Notes  and the New  Shares. Shareholders should
consult their  own  tax advisor  to  determine their  tax  basis in  New  Shares
tendered pursuant to the Offer.
 
    Gain or loss recognized pursuant to the Offer will be long-term capital gain
or  loss if, as  of the date  the New Shares  are accepted for  payment, the New
Shares have a  tax holding period  of more than  one year. As  set forth in  the
Disclosure  Statement, a  shareholder's tax  holding period  for the  New Shares
would include  its  holding period  in  the Securities  if  the New  Shares  are
received  in a tax-free exchange and would  begin on the day after the Effective
Date if received in  a taxable exchange. Shareholders  should consult their  own
tax  advisors  to determine  their  tax holding  period  in New  Shares tendered
pursuant to the Offer.
 
    BACKUP WITHHOLDING  AND  INFORMATION  REPORTING.   In  general,  information
reporting  requirements will apply to the amount received by shareholders in the
Offer if the amount received  constitutes "reportable payments." Federal  income
tax  law requires that  a shareholder receiving consideration  in the Offer must
provide the  Depositary  (as payor)  with  such shareholder's  correct  taxpayer
identification  number ("TIN"), which,  in the case  of a shareholder  who is an
individual, is his or her social security number, and certain other information,
or otherwise establish  a basis  for exemption from  backup withholding.  Exempt
shareholders  (including,  among others,  all  corporations and  certain foreign
individuals) are  not  subject  to  these  backup  withholding  and  information
reporting requirements.
 
    If  the Depositary is not provided with the correct TIN or an adequate basis
for exemption,  the shareholder  may be  subject  to a  penalty imposed  by  the
Internal Revenue Service (the "IRS") and the
 
                                       11
<PAGE>
amount  received by the shareholder in the Offer  may be subject to a 31% backup
withholding tax. If withholding results in an overpayment of taxes, a refund  or
credit  may be  obtained, provided the  required information is  provided to the
IRS.
 
    To prevent backup withholding, each shareholder must complete the Substitute
Form W-9 that  will be provided  with the letter  of transmittal for  exchanging
such  shareholder's Share Certificate  and either (i)  provide the shareholder's
correct TIN and  certain other information  under penalties of  perjury or  (ii)
provide an adequate basis for exemption.
 
    POTENTIAL ADDITIONAL LIMITATION ON UTILIZATION OF NET OPERATING LOSS
CARRYFORWARDS.
 
    In  general, Section 382 of the  Code provides that, following an "ownership
change" as defined therein, a corporation's ability to utilize its net operating
loss carryforwards  and certain  realized "built-in-losses"  ("NOLs") to  offset
future  taxable income is limited to an annual  amount equal to the value of the
corporation at  the time  it  undergoes the  ownership  change multiplied  by  a
statutory  rate published  monthly by the  United States  Department of Treasury
(5.31% for April 1996) (the "Section 382 Limitation"). In general, an  ownership
change  occurs if there is  a more than 50 percent  increase in the ownership of
the corporation's stock over a three-year  period (or the period since the  last
ownership  change  if  shorter) by  certain  "5% shareholders"  over  the lowest
percentage owned by  such 5%  shareholders during  such period.  In general,  5%
shareholders include persons that own directly or indirectly more than 5% of the
value  of the Company's stock, persons  receiving stock in direct issuances from
the Company (including the  public), and certain  beneficial owners of  entities
that are 5% shareholders.
 
    As stated in the Disclosure Statement, the Company will undergo an ownership
change  as of  the Effective  Date of the  Plan and,  accordingly, the Company's
pre-Effective Date NOLs will be subject to the Section 382 Limitation.  Although
the  matter is not free from doubt, and  it is possible that the purchase of New
Shares pursuant to  the Offer  could be treated  for tax  purposes as  occurring
before  or on the Effective Date of the  Plan, the Purchaser believes that it is
likely that the consummation of the Offer and the purchase of New Shares will be
treated as occurring  after the  Effective Date.  Assuming the  purchase of  New
Shares  is treated as occurring  after the Effective Date,  because the Offer is
for no more than 4,400,000 new shares (which will represent approximately 44% of
the Company's equity value),  consummation of the Offer  should not, by  itself,
cause  the Company to undergo a subsequent ownership change. Consummation of the
Offer likely  would,  however,  cause  the  Company  to  approach  a  subsequent
ownership change, and future events, some of which are beyond the control of the
Company  and  the Purchaser,  could cause  the Company  to undergo  an ownership
change in  the future  (a "Second  Ownership Change").  The effect  of a  Second
Ownership  Change would be (i) to subject any NOLs that may have accrued between
the Effective Date of the Plan and the Second Ownership Change date to a Section
382 Limitation calculated  as of the  Second Ownership Change  date and (ii)  to
subject  the  pre-Effective  Date NOLs  to  the  lower of  (A)  the  Section 382
Limitation that results from the Effectiveness  of the Plan and (B) the  Section
382 Limitation that results from the Second Ownership Change. It is not possible
to  predict whether a  Second Ownership Change  will occur, or  whether any such
Second Ownership Change would be adverse to the Company or its shareholders.  If
the  purchase of New Shares  pursuant to the Offer were  deemed to occur for tax
purposes on the Effective  Date, the purchase should  not count toward a  Second
Ownership  Change. If  the purchase  of New  Shares pursuant  to the  Offer were
deemed to occur for  tax purposes prior  to the Effective  Date, it is  possible
that  the  purchase  could cause  an  ownership  change to  occur  prior  to the
Effective Date, possibly with adverse  consequences to the Company's ability  to
utilize its NOLs.
 
6.  PRICE RANGE OF THE NEW SHARES; DIVIDENDS ON THE NEW SHARES
 
    The  New Shares have not yet been issued, are not currently traded and never
have been traded on a registered stock exchange. The Company has never paid  any
dividends  with respect to the New Shares. Prospective holders of New Shares are
encouraged to contact  their brokers or  financial advisors to  obtain the  best
available information relating to the New Shares.
 
                                       12
<PAGE>
7.  EFFECT OF THE OFFER ON THE MARKET FOR THE NEW SHARES
 
    The  Plan  contemplates that  approximately  10,000,000 New  Shares  will be
issued and outstanding immediately following the Effective Date.
 
    The Common Stock  of the  Company previously traded  on the  New York  Stock
Exchange  and the Chicago Stock Exchange.  Trading was halted before the opening
of such exchanges on January 8, 1996 as a result of the Filing. The Common Stock
was then delisted on January 17, 1996.
 
    The New Shares  are not currently  listed and traded  on any national  stock
exchange. However, it is anticipated that the New Shares will begin trading on a
"when-issued"  basis  following Confirmation.  When  the New  Shares  are issued
pursuant to the  Plan, the purchase  of New  Shares pursuant to  the Offer  will
reduce  the number  of potential  holders of  New Shares  and the  number of New
Shares that  might  otherwise trade  publicly  and could  adversely  affect  the
liquidity and market value of the remaining New Shares held by the public.
 
8.  CERTAIN INFORMATION CONCERNING THE COMPANY
 
    THE  INFORMATION CONCERNING THE COMPANY CONTAINED  IN THIS OFFER TO PURCHASE
HAS BEEN TAKEN FROM OR IS BASED UPON PUBLICLY AVAILABLE DOCUMENTS AND RECORDS ON
FILE WITH THE SEC AND OTHER  PUBLIC SOURCES, INCLUDING THE DISCLOSURE  STATEMENT
AND  THE  PLAN, AND  IS  QUALIFIED IN  ITS  ENTIRETY BY  REFERENCE  THERETO. THE
PURCHASER,  THE  INFORMATION   AGENT  AND   THE  DEALER   MANAGER  CANNOT   TAKE
RESPONSIBILITY  FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN
SUCH DOCUMENTS AND RECORDS, OR FOR ANY FAILURE BY THE COMPANY TO DISCLOSE EVENTS
THAT MAY HAVE OCCURRED OR  MAY AFFECT THE SIGNIFICANCE  OR ACCURACY OF ANY  SUCH
INFORMATION  BUT THAT ARE UNKNOWN TO THE PURCHASER, THE INFORMATION AGENT OR THE
DEALER MANAGER.
 
    THE COMPANY.  The  Company is the world's  leading full-service provider  of
micrographics  systems, services and supplies with over 15,000 customers in over
65 countries. Micrographics is the  conversion of information stored in  digital
form  or on paper to microfilm  or microfiche. Computer Output Microfilm ("COM")
converts textual and graphical digital information at high speed directly from a
computer or magnetic tape to microfilm or microfiche.
 
    The Company was  incorporated in Indiana  in 1968. By  1986, it had  become,
through  acquisitions  and  internal growth,  the  leading company  in  the data
service center segment of the micrographics industry.
 
    In the early 1990's, the Company, recognizing the evolution of  technologies
competing  with COM,  modified its strategic  objective to become  a provider of
information and image management  products and services.  Today, in addition  to
being  the world's largest  provider of COM solutions  for image and information
management,  the  Company  offers  electronic  image  management  products   and
services.  These include writable/erasable  magneto-optical disks, CD-R (Compact
Disk, Recordable)  optical disks  and CD-ROM  (Compact Disk,  Read Only  Memory)
optical  disk  storage systems.  The Company  is also  a major  manufacturer and
distributor of  computer  tape  products used  by  data  processing  operations.
Additionally,  the Company provides  image and data  conversion services whereby
documents in human readable form are scanned and digitized for storage on any of
the various  electronic storage  media. The  Company's fiscal  1995 revenue  was
$591.2  million and  operating income  (income before  special and restructuring
charges, interest, other income and income taxes) was $41.4 million.
 
    AVAILABLE INFORMATION.  The information contained herein with respect to the
Company, the Notes, the Debentures and the Plan is derived solely from the  Plan
and  from the Disclosure Statement filed by the Company pursuant to Section 1125
of the Bankruptcy Code and approved by the Bankruptcy Court at a hearing held on
March 28, 1996  (the "Disclosure Statement  Hearing") and reports  filed by  the
Company  with the Commission and is qualified  in its entirety by such statement
and such  reports.  Purchaser  takes  no  responsibility  for  the  accuracy  or
completeness of the information contained in the Disclosure Statement or in such
reports concerning the Company or the Plan.
 
                                       13
<PAGE>
    Copies  of  the Disclosure  Statement  and the  Plan  are on  file  with the
Bankruptcy Court.  Copies  of the  Disclosure  Statement  and the  Plan  may  be
obtained  from Logan & Company, Inc., 615 Washington Street, 2nd floor, Hoboken,
New Jersey 07030.  The Disclosure Statement  contains financial information  and
projections  pertaining to the Company. This Offer  has not been approved by the
Bankruptcy Court, and the Offer is not a solicitation of votes for the Plan.
 
    The Company is currently  subject to the  informational requirements of  the
Exchange  Act, and in  accordance therewith files  reports, proxy statements and
other information with the Commission. Such reports, proxy statements and  other
information  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  should  be available  at  the Commission's
regional offices  at  Citicorp Center,  500  West Madison  Street,  Suite  1400,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material may be obtained from the Public Reference Section
of  the Commission at Judiciary Plaza,  450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
 
    THE BANKRUPTCY.   On  the Petition  Date,  the Company  and certain  of  its
subsidiaries  filed petitions for relief with the Bankruptcy Court under Chapter
11 of the Bankruptcy Code.
 
    By order dated March 28, 1996, the Bankruptcy Court approved the  Disclosure
Statement,   concluding  that  the   Disclosure  Statement  contained  "adequate
information," as that term is defined in Section 1125 of the Bankruptcy Code, so
as to enable persons entitled to vote  on the Plan to make an informed  judgment
as   to  whether  to  accept  or  reject  the  Plan.  The  Disclosure  Statement
specifically provides  that  (i) the  information  contained in  the  Disclosure
Statement  (including  the financial  information)  is included  solely  for the
purpose of soliciting acceptances of the Plan and (ii) the Disclosure  Statement
has  not been approved by the Commission or any state securities commission, nor
have  any  such  commissions  passed  upon  the  accuracy  or  adequacy  of  the
information  contained therein.  In that  same order,  the Bankruptcy  Court set
April 11,  1996 as  the date  by  which the  Company was  required to  mail  the
Disclosure Statement and Plan to persons entitled to vote on the Plan, including
all  persons who were holders of the Securities on March 28, 1996. Additionally,
the Bankruptcy Court set  May 8, 1996  as the deadline  for casting ballots  for
accepting or rejecting the Plan and for filing objections to the Plan.
 
    The  hearing to consider Confirmation of  the Plan is presently scheduled to
commence in the Bankruptcy  Court on May  17, 1996 at 10:00  a.m. The Plan  sets
forth,  among other  things, the  distributions that  holders of  allowed claims
against and interests in the Company, including holders of the Securities on the
Distribution Record Date, will receive if the Plan is confirmed and consummated.
Pursuant to Section 1127 of  the Bankruptcy Code, the  proponent of a plan  may,
subject  to certain limitations, modify a  plan at any time before confirmation.
Additionally, a proponent of a plan may, subject to certain limitations,  modify
a  plan after confirmation and before  substantial consummation of such plan, if
circumstances warrant such modification and  the bankruptcy court, after  notice
and a hearing, confirms such plan as modified.
 
                                       14
<PAGE>
9.  CERTAIN INFORMATION CONCERNING THE PURCHASER
 
    The  Purchaser, a limited partnership organized  under the laws of the state
of Delaware, was formed  to acquire interests in,  among others, companies  that
are  underperforming, distressed or  Chapter 11 debtors  but offer the potential
for improvement with  the application  of an  appropriate level  of capital  and
turnaround management expertise. The general partner of the Purchaser is Questor
General  Partner,  L.P.,  a  limited partnership  organized  under  the  laws of
Delaware ("QGP")  whose  sole business  is  to act  as  general partner  of  the
Purchaser.  The general partner  of QGP is Questor  Principals, Inc., a Delaware
corporation, the business  of which is  to act  as general partner  of QGP,  and
Questor  Side-by-Side Partners, L.P., a  limited partnership organized under the
laws of Delaware and an affiliate  of QGP ("SBS"). Day-to-day management of  the
Purchaser is conducted by Questor Management Company, a Delaware corporation.
 
    The sole directors and shareholders, of Questor Principals, Inc. and Questor
Management  Company are Jay Alix,  Melvyn N. Klein, Dan  W. Lufkin and Edward L.
Scarff. Mr. Alix, who  also serves as President  and Chief Executive Officer  of
Questor Principals, Inc. and Questor Management Company, is the founder, and for
the  past  five  years  has  been,  a principal  of  Jay  Alix  &  Associates, a
nationally-recognized turnaround and crisis management firm based in Southfield,
Michigan. Mr. Klein is  a merchant banker and  attorney who currently acts,  and
for  the  past five  years has  acted, as  the managing  general partner  of GKH
Investments, L.P.,  a $550  million equity  investment partnership  that is  not
participating  in the Offer. Mr. Lufkin was  a co-founder of Donaldson, Lufkin &
Jenrette and is  currently, and  for the  past five  years has  been, a  private
investor.  Mr. Scarff is  a former president of  Transamerica Corporation and is
currently, and  for  the past  five  years has  been,  a private  investor.  The
executive  officers of the Questor entities are  Mr. Alix and Robert E. Shields.
Before joining the Questor entities in  January 1995, Mr. Shields was a  partner
in  the Philadelphia-based law firm of Drinker  Biddle & Reath, where at various
times during  the  past five  years  he served  as  chief financial  officer,  a
managing partner and head of the firm's business and finance group.
 
    The  Purchaser has entered into an agreement  with SBS pursuant to which the
Purchaser will transfer to SBS  a percentage of the  New Shares received by  the
Purchaser as a result of the Offer.
 
    The  principal  offices  of  Purchaser, Questor  General  Partner,  L.P. and
Questor Principals, Inc. are located  at 103 Springer Building, 3411  Silverside
Road,  Wilmington, Delaware 19810.  The principal offices  of Questor Management
Company are located at 4000 Town Center, Suite 530, Southfield, Michigan 48075.
 
10. SOURCE AND AMOUNT OF FUNDS
 
    The total amount of  funds required by the  Purchaser to purchase  4,400,000
New  Shares pursuant to  the Offer and to  pay fees and  expenses related to the
Offer is estimated to be approximately $35,000,000. The Purchaser has  committed
equity  capital well in  excess of that  amount. The Purchaser  is authorized to
employ the  equity capital  of Purchaser  for  the purchase  of the  New  Shares
pursuant to the Offer.
 
11. CONTACTS WITH THE COMPANY; BACKGROUND OF THE OFFER
 
    In  May 1995, Smith Barney Inc. ("Smith Barney"), a financial advisor to the
Company, provided the Purchaser with  certain publicly available filings by  the
Company  and suggested the Purchaser evaluate  the Company. The Purchaser sent a
letter to Smith Barney dated May 18, 1995, expressing interest in the Company. A
few conversations occurred between May 1995  and August 1995, but there were  no
substantive discussions.
 
    In  a  meeting in  September 1995,  between personnel  of the  Purchaser and
personnel of  Chanin  and  Company  ("Chanin"), the  financial  advisor  to  the
informal  committee of 15%  senior subordinated noteholders  of the Company (the
"Informal Committee") during which Chanin suggested that the Purchaser look more
closely at the Company. Following  the execution of a confidentiality  agreement
dated  September 21, 1995, between the Purchaser  and Stroock & Stroock & Lavan,
legal counsel to the
 
                                       15
<PAGE>
Informal Committee, Chanin provided the Purchaser with certain information about
the Company,  including a  business plan  and certain  operating projections  by
product line, to assist the Purchaser in its evaluation of the Company.
 
    On   October  23,   1995,  the   Company  and   the  Purchaser   executed  a
confidentiality agreement,  following  which  the  Company  provided  additional
information  about the Company to  the Purchaser to assist  the Purchaser in its
evaluation of the  Company in connection  with its interest  in entering into  a
possible transaction with the Company.
 
    In  November and early December, 1995,  representatives of the Purchaser met
twice with representatives of  the Company in Atlanta,  Georgia, to discuss  the
Company's  historical financial results, operating and financial projections and
various market and  technology issues.  Based on those  meetings, the  Purchaser
advised the Company that it would be interested in discussing a recapitalization
of  the Company which would  include a cash infusion  by the Purchaser in return
for the issuance to the Purchaser of new equity and debt of the Company.
 
    In December 1995, the Company indicated  to the Purchaser that while it  was
interested in pursuing further the Purchaser's interest in the Company, it would
continue   to  seek  a  consensual  agreement   with  its  lenders  for  a  debt
restructuring that would not involve  any additional investment in the  Company.
On  December 12, 1995,  the Company provided  the Purchaser with  $100,000 as an
advance payment to cover its out-of-pocket investigation expenses. From December
14, 1995, through  December 28, 1995,  the Purchaser, with  assistance from  its
advisors,  conducted  a detailed  investigation of  the Company,  which included
visits to the  Company's principal  facilities and meetings  with the  Company's
senior  management. The Purchaser's investigation included a detailed review and
analysis of the Company's historical financial results, operating and  financial
projections, market position and technology. In addition, representatives of the
Purchaser  attended previously scheduled Company senior management meetings held
on December 20 and 21, 1995, in Atlanta, Georgia, the primary focus of which was
the results for fiscal 1995 and financial projections for fiscal 1996.
 
    During November and  December, 1995, representatives  of the Purchaser  also
held  discussions with Chanin  and representatives of  the Company's senior debt
holders regarding the structure  of a possible  recapitalization of the  Company
which would be acceptable to them and the Company.
 
    On   December  28,  1995,  the  Purchaser   provided  the  Company  and  the
representatives of the Informal Committee and  the Company's senior debt with  a
term  sheet  for a  proposed recapitalization  of the  Company which  included a
capital commitment by the  Purchaser. On December  28, 1995, representatives  of
the  Purchaser were informed by a representative of the Informal Committee and a
representative of  the Company's  senior  debt that  certain provisions  of  the
Purchaser's  term sheet  were not acceptable  to them. There  were no additional
discussions between the Purchaser  and the Company, and  on January 5, 1996  the
Company  announced that  it had  filed a  pre-negotiated plan  of reorganization
under Chapter 11 of the Bankruptcy Code.
 
    Starting on  February 29,  1996,  Salomon Brothers  Inc,  on behalf  of  the
Purchaser,  initiated  discussions with  several holders  of  the Notes  and the
Debentures regarding  the  purchase  of those  securities.  No  agreements  were
reached  as a  result of  these discussions.  On March  20, 1996,  the Purchaser
purchased $5,300,000 of the Notes in the open market.
 
    On March 27, 1996, following  informal discussions with the Company's  Chief
Executive  Officer,  the Purchaser  sent  a letter  to  the Company  and  to the
Chairman of  the Creditors  Committee (as  hereinafter defined)  of the  Company
indicating  that the Purchaser was considering a tender offer for the new common
stock of  the  Company  on a  "when  issued"  basis if  the  Purchaser  obtained
assurances  from at  least two  of the  largest institutional  holders that they
would participate in the tender. On March 28, 1996, following a bankruptcy court
hearing  during  which  the  Company's  Disclosure  Statement  was  approved,  a
transcribed  office conference  before United  States Bankruptcy  Judge Helen S.
Balick was held, during which the Purchaser informed the Bankruptcy Court of its
plans as indicated  above. The  Purchaser and Salomon  Brothers had  discussions
through  April  5,  1996,  with  some  of  the  largest  institutional  holders,
 
                                       16
<PAGE>
but were unable to reach an acceptable agreement. At the request of the Official
Creditors Committee of the Company (the "Creditors' Committee"), representatives
of the Purchaser  participated in  a telephone meeting  on April  8, 1996,  with
members  of the Creditors'  Committee, the Creditors'  Committee's legal counsel
and the  Company's  legal  counsel,  during which  the  Purchaser  responded  to
questions  regarding  its  March  27, 1996  letter.  The  Purchaser subsequently
decided to proceed  with the  tender offer without  assurances from  any of  the
largest institutional holders.
 
    The Purchaser believes that, as of the date hereof, all material information
obtained  by the Purchaser in connection with  its evaluation of the Company, or
updated versions thereof, is included in  the Company's public filings with  the
Commission or the Disclosure Statement.
 
    The  Purchaser has reviewed the Disclosure  Statement and intends to vote in
support of the Plan, subject to any  changes in the terms and conditions of  the
Plan.
 
12. PURPOSE OF THE OFFER
 
    The Purchaser is making the Offer to obtain a significant equity position in
the Company. The Purchaser believes that the Company is underperforming, but has
the  potential for improvement  with the application of  an appropriate level of
capital and turnaround management expertise.
 
    The Purchaser believes that  the reorganized Company  might benefit from  an
additional  equity infusion. While the Purchaser  believes that such infusion is
not necessary  for the  reorganized  Company to  pursue  its business  plans  as
outlined  in  the Disclosure  Statement, with  additional funds  the reorganized
Company might be able  to pursue a more  aggressive acquisition strategy in  the
near future.
 
    Following  the consummation of this Offer,  the Purchaser intends to discuss
its views regarding an  additional equity infusion with  the Company's Board  of
Directors.  If the Company's Board of Directors is supportive of the Purchaser's
views, Questor would consider an equity infusion in the Company.
 
    The Purchaser intends to request that the Company provide the Purchaser with
appropriate representation on the Company's Board of Directors.
 
    Except as set forth above, the Purchaser does not have any plans that relate
to or would result in: an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its  subsidiaries;
a  sale or transfer of a material amount of  assets of the Company or any of its
subsidiaries; any change in the present Board of Directors or management of  the
Company  including, but  not limited  to, any plans  or proposals  to change the
number or the term of directors or  to fill any existing vacancies on its  Board
of  Directors; any  material change  in the  present capitalization  or dividend
policy of the  Company; any  other material  change in  the Company's  corporate
structure  or  business, causing  a class  of  securities of  the Company  to be
delisted from a national securities exchange or to cease to be authorized to  be
quoted  in an inter-dealer quotation system  of a registered national securities
association; or a class  of equity securities of  the Company becoming  eligible
for termination of registration pursuant to Section 12(g)(4) of the Act.
 
13. DIVIDENDS AND DISTRIBUTIONS
 
    If,  on or after  April 19, 1996,  the Company should  (a) split, combine or
otherwise change the New Shares or its capitalization, (b) acquire or  otherwise
cause a reduction in the number of outstanding New Shares or other securities or
(c)  issue or sell additional New Shares  (other than the issuance of New Shares
pursuant to the Plan), shares of any other class of capital stock, other  voting
securities  or any securities  convertible into or  exchangeable for, or rights,
warrants or options, conditional or otherwise, to acquire, any of the foregoing,
then, subject  to the  provisions of  Section  14, the  Purchaser, in  its  sole
discretion, may make such adjustments as it deems appropriate in the Offer Price
and  other terms of the Offer, including, without limitation, the number or type
of securities offered to be purchased.
 
    If, on or after April 19, 1996,  the Company should declare or pay any  cash
dividend  on the New  Shares or other  distribution on the  New Shares, or issue
with respect to the New Shares any additional
 
                                       17
<PAGE>
New Shares, shares of any other class of capital stock, other voting  securities
or  any securities convertible into, or rights, warrants or options, conditional
or otherwise, to  acquire, any  of the  foregoing, payable  or distributable  to
shareholders  of  record on  a  date prior  to the  transfer  of the  New Shares
purchased pursuant to the Offer to the Purchaser or its nominee or transferee on
the Company's stock transfer records, then, subject to the provisions of Section
14, (a) the Offer Price may, in the sole discretion of the Purchaser, be reduced
by the amount of any such cash  dividend or cash distribution and (b) the  whole
of  any such noncash  dividend, distribution or  issuance to be  received by the
tendering  shareholders  will  (i)  be  received  and  held  by  the   tendering
shareholders  for  the account  of  the Purchaser  and  will be  required  to be
promptly  remitted  and  transferred  by  each  tendering  shareholder  to   the
Deopsitary  for  the  account  of  the  Purchaser,  accompanied  by  appropriate
documentation of  transfer,  or (ii)  at  the  direction of  the  Purchaser,  be
exercised  for the benefit of the Purchaser,  in which case the proceeds of such
exercise will promptly be remitted to the Purchaser. Pending such remittance and
subject to applicable  law, the  Purchaser will be  entitled to  all rights  and
privileges  as owner  of any  such noncash  dividend, distribution,  issuance or
proceeds and may withhold the entire Offer Price or deduct from the Offer  Price
the  amount  of  value thereof,  as  determined  by the  Purchaser  in  its sole
discretion.
 
14. CERTAIN CONDITIONS OF THE OFFER
 
    Notwithstanding any other term or provision of the Offer, the Purchaser will
not be required to  accept for payment any  New Shares not theretofore  accepted
for  payment  or  unless  (1)  the  Minimum  Tender  Condition  shall  have been
satisfied, (2) the  Confirmation Condition  shall have been  satisfied, (3)  the
Securities  and Corporate Documents Condition shall have been satisfied, (4) the
Control Share Condition shall have been satisfied, (5) the Business  Combination
Condition  shall have been  satisfied, (6) the Rights  Condition shall have been
satisfied, (7) the Unchanged  Plan Condition shall have  been satisfied and  (8)
any  waiting period under the  HSR Act applicable to  the purchase of New Shares
pursuant to  the  Offer shall  have  expired or  been  terminated.  Furthermore,
notwithstanding any other term or provision of the Offer, the Purchaser will not
be  required to accept for  payment and may terminate or  amend the Offer if, at
any time on or after April 19, 1996 and before the acceptance of such New Shares
for payment, any of the following events or facts shall have occurred:
 
           (a)
           there  shall  be  threatened,  instituted  or  pending  any   action,
           proceeding,   application  or  counterclaim   by  any  government  or
    governmental, regulatory or  administrative authority  or agency,  domestic,
    foreign  or supranational  (each, a  "Government Entity"),  or by  any other
    person, domestic or foreign,  before any court  or Governmental Entity,  (i)
    challenging  or seeking to, or which  is reasonably likely to, make illegal,
    delay or otherwise directly or  indirectly restrain or prohibit, or  seeking
    to,  or which is  reasonably likely to, impose  voting, procedural, price or
    other requirements, in addition to those required by Federal securities laws
    and the IBCL (each as in effect on  the date of this Offer to Purchase),  in
    connection  with, the making of the Offer, the acceptance for payment of, or
    payment for, some of or all the New Shares by the Purchaser or any affiliate
    of Purchaser, (ii) seeking to prohibit  or limit the ownership or  operation
    by  the Purchaser or  any affiliate of  the Purchaser of  any portion of the
    business or assets of the Company  and its subsidiaries or of the  Purchaser
    or  any  affiliate  of the  Purchaser  or  to compel  the  Purchaser  or any
    affiliate of the Purchaser to dispose of or hold separate all or any portion
    of the business or assets  of the Company or any  of its subsidiaries or  of
    the  Purchaser or any  affiliate of the  Purchaser or seeking  to impose any
    limitation on the ability of the Purchaser or any affiliate of the Purchaser
    to conduct such  business or  own such assets,  (iii) seeking  to impose  or
    confirm  limitations on the ability of the Purchaser or any affiliate of the
    Purchaser effectively  to  exercise full  rights  of ownership  of  the  New
    Shares,  including, without  limitation, the  right to  vote any  New Shares
    acquired or owned by the Purchaser or any affiliate of the Purchaser on  all
    matters  properly presented to  the Company's shareholders,  (iv) seeking to
    require divestiture by the  Purchaser or any affiliate  of the Purchaser  of
    any New Shares, (v) seeking any material diminution in the benefits expected
    to be derived by the Purchaser or any affiliate of the Purchaser as a result
    of  the transactions contemplated  by the Offer,  (vi) otherwise directly or
    indirectly relating to the Offer or which otherwise, in the sole judgment of
    the Purchaser, might materially adversely affect  the Company or any of  its
    subsidiaries or the
 
                                       18
<PAGE>
    Purchaser  or any affiliate of the Purchaser  or the value of the New Shares
    or (vii)  in  the  sole  judgment of  the  Purchaser,  materially  adversely
    affecting  the  business, properties,  assets,  liabilities, capitalization,
    shareholders'  equity,  condition  (financial  or  otherwise),   operations,
    licenses or franchises, results of operations or prospects of the Company or
    any of its subsidiaries;
 
           (b)
           there  shall be any  action taken, or  any statute, rule, regulation,
           legislation, interpretation, judgment, order or injunction  proposed,
    enacted,  enforced, promulgated, amended, issued or deemed applicable to (i)
    the Purchaser or any affiliate of the Purchaser or the Company or any of its
    subsidiaries or  (ii) the  Offer or  any merger  or other  similar  business
    combination  by the  Purchaser or  any affiliate  of the  Purchaser with the
    Company, by any government, legislative body or court, domestic, foreign  or
    supranational,   or  other  governmental  entity,  other  than  the  routine
    application of the waiting  period provisions of the  HSR Act to the  Offer,
    that,  in the sole judgment of the Purchaser, might, directly or indirectly,
    result in any of the consequences  referred to in clauses (i) through  (vii)
    of paragraph (a) above;
 
           (c)
           any  change shall have occurred or been threatened (or any condition,
           event or development shall have occurred or been threatened involving
    a prospective  change) in  the  business, properties,  assets,  liabilities,
    capitalization,  shareholders' equity,  condition (financial  or otherwise),
    operations, licenses or  franchises, results of  operations or prospects  of
    the  Company or any  of its subsidiaries  that, in the  sole judgment of the
    Purchaser, is or  may be materially  adverse to  the Company or  any of  its
    subsidiaries, or the Purchaser shall have become aware of any facts that, in
    the  sole  judgment of  the  Purchaser, have  or  may have  material adverse
    significance with respect to either the value  of the Company or any of  its
    subsidiaries  or  the  value of  the  New  Shares to  the  Purchaser  or any
    affiliate of the Purchaser;
 
           (d)
           there  shall  have  occurred  or  been  threatened  (apart  from  the
           circumstances  existing as of the date  of this Offer to Purchase, as
    such circumstances are set forth in  the Disclosure Statement, the Plan  and
    this  Offer  to  Purchase) (i)  any  general  suspension of  trading  in, or
    limitation on prices for, securities on any national securities exchange  or
    in  the over-the-counter market in the United States, (ii) any extraordinary
    or material adverse change in the financial markets or major stock  exchange
    indices in the United States or abroad or in the market price of New Shares,
    (iii)  any change  in the general  political, market,  economic or financial
    conditions in the United States or  abroad that could, in the sole  judgment
    of  the  Purchaser,  have  a  material  adverse  effect  upon  the business,
    properties,  assets,  liabilities,  capitalization,  shareholders'   equity,
    condition  (financial  or  otherwise), operations,  licenses  or franchises,
    results of operations or prospects of the Company or any of its subsidiaries
    or the trading in, or value of, the New Shares, (iv) any material change  in
    United  States currency exchange rates or  any other currency exchange rates
    or  a  suspension  of,  or  limitation  on,  the  markets  therefor,  (v)  a
    declaration of a banking moratorium or any suspension of payments in respect
    of  banks  in  the  United  States,  (vi)  any  limitation  (whether  or not
    mandatory) by any government, domestic,  foreign or supranational, or  other
    governmental  entity on, or  other event that,  in the sole  judgment of the
    Purchaser, might affect, the extension of  credit by banks or other  lending
    institutions,  (vii) a commencement  of a war or  armed hostilities or other
    national or  international calamity  directly  or indirectly  involving  the
    United  States or (viii) in the case of any of the foregoing existing at the
    time of the commencement of the Offer, a material acceleration or  worsening
    thereof;
 
           (e)
           the  Company or  any of its  subsidiaries shall have  (apart from the
           circumstances existing as of the date  of this Offer to Purchase,  as
    such  circumstances are set forth in the Disclosure Statement, the Plan, and
    this Offer  to  Purchase)  (i)  split, combined  or  otherwise  changed,  or
    authorized  or proposed  a split,  combination or  other change  of, the New
    Shares or its capitalization, (ii) acquired or otherwise caused a  reduction
    in  the  number  of, or  authorized  or  proposed the  acquisition  or other
    reduction in  the number  of, outstanding  New Shares  or other  securities,
    (iii)  issued or sold, or authorized  or proposed the issuance, distribution
    or sale  of, additional  New Shares,  share of  any other  class of  capital
    stock,  other  voting  securities  or  any  securities  convertible  into or
    exchangeable for, or rights, warrants or options, conditional or  otherwise,
    to acquire, any of
 
                                       19
<PAGE>
    the  foregoing, (iv) declared  or paid, or  proposed to declare  or pay, any
    dividend or other distribution, whether payable in cash, securities or other
    property, on or with respect to any shares of capital stock of the  Company,
    (v)  altered  or proposed  to  alter any  material  term of  any outstanding
    security (including the Rights) other than to amend the Rights Agreement  to
    make the Rights inapplicable to the Offer, (vi) incurred any debt other than
    in  the  ordinary  course  of business  or  any  debt  containing burdensome
    covenants, (vii)  authorized,  recommended,  proposed  or  entered  into  an
    agreement   with   respect  to   any  merger,   consolidation,  liquidation,
    dissolution, business  combination, acquisition  of assets,  disposition  of
    assets, release or relinquishment of any material contractual or other right
    of the Company or any of its subsidiaries or any comparable event not in the
    ordinary  course of  business, (viii)  authorized, recommended,  proposed or
    entered into, or announced its intention to authorize, recommend, propose or
    enter into, any agreement  or arrangement with any  person or group that  in
    the  sole judgement of the Purchaser could adversely affect either the value
    of the Company or any of its subsidiaries or the value of the shares to  the
    Purchaser  or  any  affiliate  of  the  Purchaser,  (ix)  entered  into  any
    employment, severance or similar agreement, arrangement or plan with or  for
    the  benefit of any  of its employees  other than in  the ordinary course of
    business or entered into or amended any agreements, arrangements or plans so
    as to provide for  increased or accelerated benefits  to the employees as  a
    result  of or in connection with  the transactions contemplated by the Offer
    or (x) except as may  be required by law, taken  any action to terminate  or
    amend  any employee benefit plan (as defined in Section 3(2) of the Employee
    Retirement Income Security Act of 1974, as  amended ) of the Company or  any
    of  its subsidiaries, or the  Purchaser shall have become  aware of any such
    action that was  not disclosed in  publicly available filings  prior to  the
    date hereof;
 
           (f)
           a tender or exchange offer for any New Shares shall have been made or
           publicly  proposed  to be  made by  any  other person  (including the
    Company or any  of its subsidiaries  or affiliates), or  it shall have  been
    publicly  disclosed or the  Purchaser shall have  otherwise learned that (i)
    any person, entity  (including the Company  or any of  its subsidiaries)  or
    "group"  (within the meaning of Section  13(d)(3) of the Exchange Act) shall
    have acquired or proposed to acquire beneficial ownership of more than 5% of
    any class  or series  of capital  stock of  the Company  (including the  New
    Shares),  through  the acquisition  of stock,  the formation  of a  group or
    otherwise, or  shall  have  been  granted  any  right,  option  or  warrant,
    conditional or otherwise, to acquire beneficial ownership of more than 5% of
    any  class or  series of  capital stock  of the  Company (including  the New
    Shares), other than acquisitions for  bona fide arbitrage purposes only  and
    other  than acquisitions by financial institutions, (ii) any person or group
    shall have entered into a definitive agreement or an agreement in  principle
    or  made a proposal  with respect to a  tender offer or  exchange offer or a
    merger, share exchange, consolidation or other business combination with  or
    involving  the Company or  (iii) any person shall  have filed a Notification
    and Report Form under the HSR Act (or amended a prior filing to increase the
    applicable filing threshold set forth therein) or made a public announcement
    reflecting an intent to acquire the Company or any assets or subsidiaries of
    the Company; or
 
           (g)
           any approval, permit, authorization,  favorable review or consent  of
           any  Governmental Entity (including those described or referred to in
    Section 15) shall not have been obtained on terms satisfactory to  Purchaser
    in its sole discretion;
 
which, in the sole judgment of the Purchaser in any such case, and regardless of
the  circumstances (including  any action  or inaction  by the  Purchaser or any
affiliate of  the  Purchaser)  giving  rise  to  any  such  condition  makes  it
inadvisable to proceed with the Offer and/or with such acceptance for payment or
payment.
 
    The  foregoing conditions are for the sole  benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving rise to  any
such condition or may be waived by the Purchaser in whole or in part at any time
and  from time to time  in its sole discretion. The  failure by the Purchaser at
any time to exercise any of the foregoing rights will not be deemed a waiver  of
any  such right,  and the waiver  of any  such right with  respect to particular
facts and circumstances will not be
 
                                       20
<PAGE>
deemed a waiver with respect to any other facts and circumstances and each  such
right  will be deemed an ongoing right that may be asserted at any time and from
time to time. Any determination by the Purchaser concerning the events described
in this Section 14 will be final and binding upon all parties.
 
15. CERTAIN LEGAL MATTERS
 
    Based on a review of publicly available filings made by the Company with the
Commission, other  publicly available  information concerning  the Company,  the
review  of  certain  information  furnished  by  the  Company  to  Purchaser and
discussions of  representatives of  the Purchaser  with representatives  of  the
Company during the Purchaser's investigation of the Company, except as otherwise
described  in this Offer to Purchase, the  Purchaser is not aware of any license
or regulatory permit that appears to be material to the business of the  Company
and  its subsidiaries, taken as a whole, that might be adversely affected by the
Purchaser's acquisition of New Shares as contemplated herein or of any  approval
or  other  action by  any Governmental  Entity  that would  be required  for the
acquisition or ownership of New Shares by the Purchaser as contemplated  herein.
Should  any such approval  or other action be  required, the Purchaser currently
contemplates that  such approval  or  other action  will  be sought,  except  as
described  below  under  "State  Takeover  Laws".  While,  except  as  otherwise
expressly described in this Section 15, the Purchaser does not presently  intend
to  delay  the acceptance  for payment  of  or payment  for New  Shares tendered
pursuant to the Offer pending  the outcome of any such  matter, there can be  no
assurance  that any such approval or other  action, if needed, would be obtained
or would be obtained  without substantial conditions or  that failure to  obtain
any  such approval or other  action might not result  in consequences adverse to
the Company's business or that certain parts of the Company's business might not
have to be disposed of if such approvals were not obtained or such other actions
were not taken  or in  order to  obtain any such  approval or  other action.  If
certain  types of adverse action are taken with respect to the matters discussed
below, the Purchaser  could decline to  accept for  payment or pay  for any  New
Shares tendered. See Section 14 for certain conditions to the Offer.
 
    STATE  TAKEOVER LAWS.  A number of  states throughout the United States have
enacted takeover statutes that purport, in varying degrees, to be applicable  to
attempts  to acquire  securities of corporations  that are  incorporated or have
assets, shareholders, executive offices or places of business in such states. In
EDGAR V.  MITE CORP.,  the Supreme  Court of  the United  States held  that  the
Illinois  Business Takeover Act, which involved  state securities laws that made
the takeover  of  certain corporations  more  difficult, imposed  a  substantial
burden  on interstate commerce and therefore  was unconstitutional. In CTS CORP.
V. DYNAMICS CORP. OF  AMERICA, however, the Supreme  Court of the United  States
held  that a state may,  as a matter of corporate  law and, in particular, those
laws concerning corporate  governance, constitutionally  disqualify a  potential
acquiror  from  voting on  the  affairs of  a  target corporation  without prior
approval of the remaining shareholders, provided that such laws were  applicable
only  under certain conditions.  Subsequently, a number  of Federal courts ruled
that various state takeover statutes were unconstitutional insofar as they apply
to corporations incorporated outside the state of enactment.
 
    Except as described herein, the Purchaser  has not attempted to comply  with
any state takeover statutes in connection with the Offer. The Purchaser reserves
the  right to challenge the validity or applicability of any state law allegedly
applicable to the Offer  and nothing in  this Offer to  Purchase nor any  action
taken in connection herewith is intended as a waiver of that right. In the event
that  any state takeover statute is found applicable to the Offer, the Purchaser
might be unable to accept for payment or pay for New Shares tendered pursuant to
the Offer or be delayed in continuing  or consummating the Offer. In such  case,
the  Purchaser may  not be obligated  to accept for  payment or pay  for any New
Shares tendered. See Section 14.
 
    CHAPTER 42 OF THE IBCL.  Chapter 42 provides, in general, that the shares of
an issuing public  corporation (as defined  below) acquired in  a control  share
acquisition  (as  defined below)  will  not have  voting  rights unless  (a) the
corporation's articles of incorporation or  bylaws provide that Chapter 42  does
not  apply to control share acquisitions of shares of the corporation before the
control share acquisition or  (b) such voting rights  are granted pursuant to  a
shareholder  resolution  approved  by (i)  each  voting group  entitled  to vote
separately on the resolution by a majority of votes entitled to be cast by  that
voting
 
                                       21
<PAGE>
group,  with the holders of the outstanding  shares of a class being entitled to
vote as a separate voting group if the proposed control share acquisition would,
if fully carried out,  result in (A)  an increase or  decrease in the  aggregate
number   of  authorized  shares  of  the   class,  (B)  effect  an  exchange  or
reclassification of  all or  part of  the shares  of the  class into  shares  of
another  class, (C) effect an exchange  or reclassification, or create the right
of exchange,  of  all or  part  of  the shares  of  the class,  (D)  change  the
designation, rights, preferences, or limitations of all or part of the shares of
the  class, (E) change the shares  of all or part of  the class into a different
number of shares  of the same  class, (F) create  a new class  of shares  having
rights  or preferences with respect to  distributions or to dissolution that are
prior, superior, or substantially equal to the shares of the class, (G) limit or
deny an existing preemptive right of all or  part of the shares of the class  or
(H)  cancel or  otherwise affect rights  to distribution or  dividends that have
accumulated but not yet been declared on all or part of the shares of the  class
and  (ii) each  voting group entitled  to vote  separately on the  proposal by a
majority of all  the votes  entitled to  be cast  by that  group, excluding  all
interested shares.
 
    As used in Chapter 42:
 
    "Control  share acquisition" means the  acquisition (directly or indirectly)
by any person,  including all acquisitions  within 90 days  before or after  the
date  of  the  acquisition  that  results in  a  control  share  acquisition, of
ownership of, or the power to direct  the exercise of voting power with  respect
to,  shares of an issuing public corporation  that, except for Chapter 42, would
have voting power that,  when added to  all other shares  of the Issuing  Public
Corporation owned by a person or in respect to which that person may exercise or
direct  the exercise  of voting  power, would  entitle that  person, immediately
after acquisition of the shares (directly or indirectly, alone or as a part of a
group), to exercise or direct  the exercise of the  voting power of the  issuing
public  corporation in the election of directors within any one of the following
ranges of voting power:  (i) one-fifth or  more but less  than one-third of  all
voting  power; (ii)  one-third or more  but less  than a majority  of all voting
power; or (iii) a majority of all voting power.
 
    "Interested shares" means  the shares  of an issuing  public corporation  in
respect  of  which any  of  the following  persons  may exercise  or  direct the
exercise of voting power of the corporation in the election of directors: (i) an
acquiring person  or  member  of  a  group  with  respect  to  a  control  share
acquisition;  (ii) any officer of the  issuing public corporation; and (iii) any
employee of  the  issuing public  corporation  who is  also  a director  of  the
corporation.
 
    "Issuing public corporation" means a corporation that has (i) one hundred or
more  shareholders, (ii) its principal place  of business, its principal office,
or substantial assets within Indiana, and (iii) either (a) more than 10% of  its
shareholders  resident in  Indiana, (b)  more than  10% of  its shares  owned by
Indiana residents, or (c) 10,000 shareholders resident in Indiana, in all  cases
with shares held by banks, brokers or nominees being disregarded for purposes of
calculating such percentages or numbers.
 
    Any  person who proposes to make or has made a control share acquisition may
at that person's election deliver an  acquiring person statement to the  issuing
public  corporation at  the issuing  public corporation's  principal office. The
acquiring person statement  must set  forth (i)  the identity  of the  acquiring
person  and each other  member of any  group of which  the person is  a part for
purposes of  determining control  shares, (ii)  a statement  that the  acquiring
person  statement is given pursuant to Chapter 42, (iii) the number of shares of
the issuing public corporation owned  (directly or indirectly) by the  acquiring
person  and each other member of the group, (iv) the range of voting power under
which the control share  acquisition falls or would,  if consummated, fall,  and
(v)  if the control share acquisition has  not taken place, (a) a description in
reasonable detail of the terms of the proposed control share acquisition and (b)
representations of the acquiring person, together with a statement in reasonable
detail of the facts upon which they  are based, that the proposed control  share
acquisition, if consummated, will not be contrary to law, and that the acquiring
person has the financial capacity to make the control share acquisition.
 
    If  requested  by  the acquiring  person  at  the time  of  delivery  of the
acquiring person statement, and  if the acquiring person  undertakes to pay  the
corporation's expenses of a special meeting, the directors of the issuing public
corporation  shall,  within 10  days of  that  time, call  a special  meeting of
shareholders of
 
                                       22
<PAGE>
the issuing public corporation for the purpose of considering the voting  rights
to  be  accorded the  shares acquired  or to  be acquired  in the  control share
acquisition. Such meeting shall be held within 50 days and, if requested by  the
acquiring  person, no sooner than  30 days, after receipt  by the issuing public
corporation of  the request,  unless the  acquiring person  otherwise agrees  to
another  date. Further, if no request is  made, the voting rights to be accorded
the shares acquired in the control  share acquisition shall be presented to  the
next special or annual meeting of the shareholders.
 
    If  authorized in a corporation's articles of incorporation or bylaws before
a control share acquisition has occurred,  control shares acquired in a  control
share  acquisition with respect to which  no acquiring person statement has been
filed with the  issuing public corporation  may, at any  time during the  period
ending  sixty days after the last acquisition of control shares by the acquiring
person, be subject  to redemption by  the corporation at  the fair market  value
thereof  pursuant to the  procedures adopted by  the corporation. Control shares
acquired in a control share acquisition  are not subject to redemption after  an
acquiring  person statement  has been filed  unless the shares  are not accorded
full voting rights by shareholders.
 
    Further,  unless  otherwise   provided  in  a   corporation's  articles   of
incorporation  or bylaws before a control share acquisition has occurred, in the
event control shares acquired in a  control share acquisition are accorded  full
voting  rights  and the  acquiring  person has  acquired  control shares  with a
majority or more  of all voting  power, all shareholders  of the issuing  public
corporation  have dissenters' rights  to receive the fair  value of their shares
pursuant to Chapter 44 of the IBCL, fair value meaning a value not less than the
highest price  paid per  share by  the  acquiring person  in the  control  share
acquisition.
 
    The  foregoing summary of Chapter 42 does  not purport to be complete and is
qualified in its entirety by reference to the provisions of Chapter 42.
 
    PURSUANT TO THE CONTROL SHARE CONDITION,  THE OFFER IS CONDITIONED UPON  THE
PURCHASER   BEING  SATISFIED,  IN  ITS  SOLE  DISCRETION,  THAT  CHAPTER  42  IS
INAPPLICABLE TO THE ACQUISITION OF NEW SHARES PURSUANT TO THE OFFER.
 
    CHAPTER 43  OF THE  IBCL.   Chapter  43, in  general, prohibits  an  Indiana
"resident domestic corporation" such as the Company from engaging in a "business
combination"  (defined as a  variety of transactions,  including mergers, as set
forth below) with  an "interested  shareholder" (defined generally  as a  person
that  is the  beneficial owner  of 10%  or more  of a  corporation's outstanding
voting stock) for a  period of five  years following the  date that such  person
became an interested shareholder unless (a) prior to the date such person became
an  interested shareholder, the  board of directors  of the corporation approved
either the  business  combination  or  the  transaction  that  resulted  in  the
shareholder  becoming an interested shareholder  or (b) the proposed transaction
meets numerous conditions relating to price, nature, timing and consideration.
 
    Under Chapter 43, the  restrictions described above do  not apply if,  among
other  things  (a)  the  resident domestic  corporation's  original  articles of
incorporation contains  a provision  expressly electing  not to  be governed  by
Chapter   43;  (b)  the   resident  domestic  corporation,   by  action  of  its
shareholders, adopts an amendment  to its articles  of incorporation or  by-laws
expressly  electing not to be governed by Chapter 43, provided that, in addition
to any  other  vote  required by  law,  such  amendment to  the  certificate  of
incorporation  or by-laws must be approved by the affirmative vote of a majority
of the shares entitled to vote, which amendment would not be effective until  18
months  after the adoption of such amendment and would not apply to any business
combination between the resident domestic corporation and any person who  became
an  interested shareholder of  the corporation on  or prior to  the date of such
adoption; or (c) the corporation does not  have a class of voting stock that  is
registered  with the Commission under Section  12 of the Securities Exchange Act
of 1934 (the "Exchange Act"), unless the corporation's articles of incorporation
provide otherwise;  or  (d)  a shareholder  becomes  an  interested  shareholder
"inadvertently"  and thereafter divests itself of  a sufficient number of shares
so that such shareholder ceases to  be an interested shareholder. Under  Chapter
43,  the  restrictions described  above also  do not  apply to  certain business
combinations   proposed   by   an    interested   shareholder   following    the
 
                                       23
<PAGE>
announcement  or  notification  of  one  of  certain  extraordinary transactions
involving the corporation and an interested  shareholder with the approval of  a
majority of the resident domestic corporation's directors.
 
    As used in Chapter 43:
 
    "Business  combination"  means  (1)  any  merger  of  the  resident domestic
corporation or any subsidiary of the resident domestic corporation with: (A) the
interested shareholder; or (B) any other  corporation (whether or not itself  an
interested  shareholder of the resident domestic  corporation) that is, or after
the merger  or  consolidation  would  be,  an  affiliate  or  associate  of  the
interested  shareholder.  (2)  Any  sale,  lease,  exchange,  mortgage,  pledge,
transfer or other disposition (in one  transaction or a series of  transactions)
to  or with  the interested  shareholder or  any affiliate  or associate  of the
interested shareholder of  assets of  the resident domestic  corporation or  any
subsidiary  of the resident domestic corporation: (A) having an aggregate market
value equal to  10% or more  of the aggregate  market value of  all the  assets,
determined  on a consolidated  basis, of the  resident domestic corporation; (B)
having an aggregate market value  equal to 10% or  more of the aggregate  market
value of all the outstanding shares of the resident domestic corporation; or (C)
representing  10% or more  of the earning  power or net  income, determined on a
consolidated basis, of the  resident domestic corporation.  (3) The issuance  or
transfer  by the resident domestic corporation or any subsidiary of the resident
domestic corporation (in  one transaction or  a series of  transactions) of  any
shares  of the resident  domestic corporation or any  subsidiary of the resident
domestic corporation that have an aggregate market value equal to 5% or more  of
the  aggregate  market  value of  all  the  outstanding shares  of  the resident
domestic corporation to the interested shareholder or any affiliate or associate
of the interested shareholder except under the exercise of warrants or rights to
purchase shares offered, or a dividend or distribution paid or made, pro rata to
all shareholders of the resident domestic  corporation. (4) The adoption of  any
plan  or proposal  for the liquidation  or dissolution of  the resident domestic
corporation proposed by,  or under any  agreement, arrangement or  understanding
(whether or not in writing) with, the interested shareholder or any affiliate or
associate  of  the  interested  shareholder. (5)  Any:  (A)  reclassification of
securities (including, without  limitation, any share  split, share dividend  or
other  distribution of shares in respect of shares, or any reverse share split);
(B) recapitalization  of  the  resident  domestic  corporation;  (C)  merger  or
consolidation  of the resident  domestic corporation with  any subsidiary of the
resident domestic corporation; or (D) other transaction (whether or not with  or
into  or otherwise involving the interested  shareholder); proposed by, or under
any agreement, arrangement or  understanding (whether or  not in writing)  with,
the  interested  shareholder or  any affiliate  or  associate of  the interested
shareholder, that  has the  effect (directly  or indirectly)  of increasing  the
proportionate  share of the outstanding shares of  any class or series of voting
shares or securities  convertible into  voting shares of  the resident  domestic
corporation  or  any subsidiary  of the  resident  domestic corporation  that is
directly or indirectly owned by the  interested shareholder or any affiliate  or
associate  of  the  interested shareholder,  except  as a  result  of immaterial
changes due to fractional share adjustments.  (6) Any receipt by the  interested
shareholder  or any affiliate or associate  of the interested shareholder of the
benefit (directly or indirectly, except proportionately as a shareholder of  the
resident  domestic corporation), of any  loans, advances, guarantees, pledges or
other financial assistance or any tax  credits or other tax advantages  provided
by or through the resident domestic corporation.
 
    "Resident  domestic corporation" means a corporation that has one hundred or
more shareholders.
 
    "Interested shareholder" means any person that is (1) the beneficial  owner,
directly  or indirectly, of ten percent (10%) or more of the voting power of the
outstanding voting  shares  of the  resident  domestic corporation;  or  (2)  an
affiliate  or associate  of the  resident domestic  corporation and  at any time
within the five (5) year period immediately before the date in question was  the
beneficial  owner, directly or indirectly,  of ten percent (10%)  or more of the
voting  power  of  the  then   outstanding  shares  of  the  resident   domestic
corporation.
 
    The  foregoing summary of Chapter 42 does  not purport to be complete and is
qualified in its entirety by reference to the provisions of Chapter 42.
 
                                       24
<PAGE>
    PURSUANT TO THE  BUSINESS COMBINATION  CONDITION, THE  OFFER IS  CONDITIONED
UPON  THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS
OF CHAPTER 43 WILL BE INAPPLICABLE TO THE PURCHASER FOLLOWING ITS ACQUISITION OF
NEW SHARES PURSUANT TO THE OFFER.
 
    ANTITRUST.    Purchaser  intends  to  file  with  respect  to  the  Offer  a
Notification and Report Form with respect to the Offer under the HSR Act if such
a  filing is required. The waiting period under  the HSR Act with respect to the
Offer will expire at 11:59  p.m., New York City time,  on the 15th calendar  day
after  the date  such form  is filed,  unless early  termination of  the waiting
period is granted. In addition, the Antitrust Division or the FTC may extend the
waiting period by requesting additional information or documentary material from
Purchaser. If such  request is made,  such waiting period  will expire at  11:59
p.m.,  New  York City  time, on  the  10th day  after substantial  compliance by
Purchaser with such request. Only one  extension of the waiting period  pursuant
to  a  request  for  additional  information  is  authorized  by  the  HSR  Act.
Thereafter, such waiting period may be extended only by court order or with  the
consent  of  Purchaser. In  practice, complying  with  a request  for additional
information or material can take a  significant amount of time. In addition,  if
the Antitrust Division or the FTC raises substantive issues in connection with a
proposed  transaction, the  parties frequently  engage in  negotiations with the
relevant governmental  agency  concerning  possible means  of  addressing  those
issues  and  may  agree to  delay  consummation  of the  transaction  while such
negotiations continue.
 
    The FTC and the Antitrust Division frequently scrutinize the legality  under
the  antitrust laws of transactions such as the Purchaser's proposed acquisition
of the Company.  At any time  before or  after the Purchaser's  purchase of  New
Shares  pursuant to  the Offer,  the Antitrust Division  or FTC  could take such
action under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the purchase of New Shares pursuant to the
Offer or seeking the divestiture of New Shares acquired by the Purchaser or  the
divestiture  of  substantial assets  of Purchaser  or  its subsidiaries,  or the
Company or its subsidiaries. Private parties  may also bring legal action  under
the antitrust laws under certain circumstances. There can be no assurance that a
challenge  to the  Offer on  antitrust grounds will  not be  made or,  if such a
challenge is made, of the results thereof.
 
16. FEES AND EXPENSES
 
    Salomon Brothers Inc  is acting  as Dealer  Manager in  connection with  the
Offer  and  has provided  certain financial  advisory  services to  Purchaser in
connection with the Offer. Salomon Brothers Inc will receive from Purchaser  (i)
a  dealer manager fee  of up to  $550,000 if 4,400,000  New Shares are tendered,
(ii) a  financial  advisory  fee  of $200,000  payable  if  the  transaction  is
consummated  and at least 2,862,015 New Shares are accepted for payment and paid
for pursuant  to  with the  Offer  and  (iii) reimbursement  of  all  reasonable
out-of-pocket  expenses.  In addition,  Purchaser  has agreed  to  indemnify the
Dealer Manager  and  certain related  persons  against certain  liabilities  and
expenses, including certain liabilities under the Federal securities laws.
 
    The  Purchaser has retained D.F.  King & Co, Inc.  to act as the Information
Agent  and  Chemical  Mellon  Shareholder  Services,  L.L.C.  to  serve  as  the
Depositary  in  connection  with  the  Offer.  The  Information  Agent  and  the
Depositary each will  receive reasonable  and customary  compensation for  their
services,  be reimbursed  for certain  reasonable out-of-pocket  expenses and be
indemnified against certain  liabilities and expenses  in connection  therewith,
including certain liabilities under the Federal securities laws.
 
    The  Purchaser will not pay any fees  or commissions to any broker or dealer
or other person  (other than the  Dealer Manager and  the Information Agent)  in
connection with the solicitation of tenders of New Shares pursuant to the Offer.
Brokers,  dealers, banks and trust companies will be reimbursed by the Purchaser
upon request for  customary mailing and  handling expenses incurred  by them  in
forwarding material to their customers.
 
17. MISCELLANEOUS
 
    The  Offer is  not being made  to (nor will  tenders be accepted  from or on
behalf of) holders of New Shares in any jurisdiction in which the making of  the
Offer or the acceptance thereof would not be in
 
                                       25
<PAGE>
compliance with the laws of such jurisdiction. The Purchaser is not aware of any
jurisdiction  in which the  making of the Offer  or the tender  of New Shares in
connection  therewith  would  not  be  in  compliance  with  the  laws  of  such
jurisdiction.  To the extent the  Purchaser becomes aware of  any state law that
would limit the class  of offerees in  the Offer, the  Purchaser will amend  the
Offer  and, depending on the  timing of such amendment,  if any, will extend the
Offer to provide adequate  dissemination of such information  to holders of  New
Shares prior to the expiration of the Offer. In any jurisdiction the securities,
blue  sky or other laws of which require  the Offer to made by a licensed broker
or dealer, the  Offer is being  made on behalf  of the Purchaser  by the  Dealer
Manager  or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
 
    NO PERSON  HAS  BEEN AUTHORIZED  TO  GIVE ANY  INFORMATION  OR TO  MAKE  ANY
REPRESENTATION  ON BEHALF OF THE PURCHASER NOT CONTAINED HEREIN OR IN THE LETTER
OF TRANSMITTAL AND, IF  GIVEN OR MADE, SUCH  INFORMATION OR REPRESENTATION  MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
 
    The Purchaser has filed with the Commission the Schedule 14D-1 pursuant to
Rule 14d-3 under the Exchange Act, furnishing certain additional information
with respect to the Offer. A copy of such document, and any amendments thereto,
including exhibits, should be available for inspection and copies should be
obtainable in the manner set forth in Sections 8 and 9 (except that they will
not be available at the regional offices of the Commission).
                                             QUESTOR PARTNERS FUND, L.P.
 
April 19, 1996
 
                                       26
<PAGE>
                        THE DEPOSITARY FOR THE OFFER IS:
 
                  CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
 
<TABLE>
<S>                             <C>                             <C>
           BY MAIL:                 BY OVERNIGHT DELIVERY:                 BY HAND:
 
         P.O. Box 817              120 Broadway, 13th Floor        120 Broadway, 13th Floor
       Midtown Station             New York, New York 10271        New York, New York 10271
   New York, New York 10018       Attention: Reorganization       Attention: Reorganization
  Attention: Reorganization               Department                      Department
          Department
 
                                  BY FACSIMILE TRANSMISSION:
                                  (For Eligible Institutions
                                            Only)
                                        (201) 329-8936
                                    CONFIRM BY TELEPHONE:
                                        (201) 296-4100
</TABLE>
 
    Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be  directed to the Information Agent or  the Dealer Manager at their respective
telephone numbers and locations listed below. You may also contact your  broker,
dealer,   commercial  bank,  trust  company  or  other  nominee  for  assistance
concerning the Offer.
 
                    THE INFORMATION AGENT FOR THE OFFER IS:
 
                             D.F. KING & CO., INC.
                                77 Water Street
                            New York, New York 10005
                        (212) 269-5550 (Call Collect) or
                           (800) 290-6428 (Toll Free)
 
                      THE DEALER MANAGER FOR THE OFFER IS:
 
                              SALOMON BROTHERS INC
                            Seven World Trade Center
                               New York, NY 10048
                         (212) 783-3957 (Call Collect)

<PAGE>
                             LETTER OF TRANSMITTAL
                        TO TENDER SHARES OF COMMON STOCK
                                       OF
                                 ANACOMP, INC.
             PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 19, 1996
                                       BY
                          QUESTOR PARTNERS FUND, L.P.
 
  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
               TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED.
 
                        THE DEPOSITARY FOR THE OFFER IS:
 
                  CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
 
<TABLE>
<S>                                  <C>                               <C>
             BY MAIL:                     BY OVERNIGHT DELIVERY:                    BY HAND:
            P.O Box 817                  120 Broadway, 13th Floor           120 Broadway, 13th Floor
          Midtown Station                New York, New York 10271           New York, New York 10271
     New York, New York 10018           Attention: Reorganization           Attention: Reorganization
     Attention: Reorganization                  Department                         Department
            Department
</TABLE>
 
                           BY FACSIMILE TRANSMISSION:
                        (For Eligible Institutions Only)
                                 (201) 329-8936
 
                             CONFIRM BY TELEPHONE:
                                 (201) 296-4100
 
    DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE  OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OR TELEX TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9
PROVIDED BELOW.
 
    THE INSTRUCTIONS  ACCOMPANYING THIS  LETTER OF  TRANSMITTAL SHOULD  BE  READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
 
    This  Letter of Transmittal  is to be completed  by shareholders of Anacomp,
Inc. (the "Company")  either if certificates  ("Share Certificates")  evidencing
New Shares (as defined below) are to be forwarded herewith or if delivery of New
Shares  is to be made  by book-entry transfer to  the account of Chemical Mellon
Shareholders Services, L.L.C. (the "Depositary") at The Depository Trust Company
or the Midwest Securities Trust Company (each, a "Book-Entry Transfer  Facility"
and  collectively, the "Book-Entry  Transfer Facilities") pursuant  to the book-
entry transfer procedure  described in Section  2 of the  Offer to Purchase  (as
defined  below).  Delivery of  documents to  a  Book-Entry Transfer  Facility in
accordance  with  such  Book-Entry  Transfer  Facility's  procedures  does   not
constitute delivery to the Depositary.
 
    Shareholders  whose Share Certificates are  not immediately available or who
cannot deliver their Share Certificates and all other documents required  hereby
to  the Depositary  prior to  the Expiration  Date (as  defined in  the Offer to
Purchase) or  who  cannot complete  the  procedure for  delivery  by  book-entry
transfer  on a timely basis and  who wish to tender their  New Shares must do so
pursuant to the  guaranteed delivery  procedure described  in Section  2 of  the
Offer to Purchase. See Instruction 2.
<PAGE>
/ /  CHECK  HERE IF NEW SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
     DEPOSITARY'S ACCOUNT  AT  ONE OF  THE  BOOK-ENTRY TRANSFER  FACILITIES  AND
     COMPLETE THE FOLLOWING:
 
     Name of Tendering Institution: ____________________________________________
    Check Box of Applicable Book-Entry Transfer Facility:
 
     / / The Depository Trust Company
    / / Midwest Securities Trust Company
 
     Account Number ____________________________________________________________
    Transaction Code Number ____________________________________________________
    / /  CHECK  HERE IF NEW  SHARES ARE BEING  TENDERED PURSUANT TO  A NOTICE OF
         GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE  THE
         FOLLOWING:
 
         Name(s) of Registered Holder(s): ______________________________________
       Window Ticket No. (if any): _____________________________________________
       Date of Execution of Notice of Guaranteed Delivery: _____________________
       Name of Institution which Guaranteed Delivery: __________________________
       If Delivered by Book-Entry Transfer, Check Box of Book-Entry Transfer
         Facility:
 
         / / The Depository Trust Company
       / / Midwest Securities Trust Company
 
         Account Number ________________________________________________________
       Transaction Code Number _________________________________________________
<TABLE>
<S>                                                         <C>              <C>              <C>
                                     DESCRIPTION OF NEW SHARES TENDERED
 
<CAPTION>
     Name(s) and Address(es) of Registered Holder(s)
      (Please fill in, if blank, exactly as name(s)          Share Certificate(s) and New Share(s) Tendered
            appear(s) on Share Certificate(s))                   (Attach additional list, if necessary)
<S>                                                         <C>              <C>              <C>
                                                                              Total Number
                                                                              of New Shares
                                                                 Share        Evidenced by       Number of
                                                              Certificate         Share         New Shares
                                                              Number(s)*     Certificate(s)*    Tendered**
 
                                                               Total New
                                                                Shares
 * Need not be completed by shareholders delivering New Shares by book-entry transfer.
 ** Unless otherwise indicated, it will be assumed that all New Shares evidenced by each Share Certificate
    delivered to the Depositary are being tendered hereby. See Instruction 4.
</TABLE>
 
<PAGE>
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.
                 PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
                        LETTER OF TRANSMITTAL CAREFULLY.
 
Ladies and Gentlemen:
 
    The  undersigned hereby tenders  to Questor Partners  Fund, L.P., a Delaware
limited partnership  (the  "Purchaser"),  the above-described  shares  of  newly
issued  common stock, par value  $.01 per share (the  "New Shares"), of Anacomp,
Inc., an Indiana corporation (the  "Company"), pursuant to Purchaser's offer  to
purchase  up to  4,400,000 New Shares,  if and  when such New  Shares are issued
pursuant to the Second Amended Joint  Plan of Reorganization of the Company  and
certain of the Company's subsidiaries, at a price of $7.75 per New Share, net to
the  seller in cash, upon  the terms and subject to  the conditions set forth in
the Offer to Purchase, dated April  19, 1996 (the "Offer to Purchase"),  receipt
of  which is hereby acknowledged,  and in this Letter  of Transmittal (which, as
amended from time  to time,  together constitute the  "Offer"). The  undersigned
understands  that the  Purchaser reserves  the right  to transfer  or assign, in
whole at  any time,  or  in part  from  time to  time, to  one  or more  of  its
affiliates,  the right to purchase all or any portion of the New Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve  the
Purchaser  of its obligations under  the Offer and will  in no way prejudice the
rights of  tendering shareholders  to  receive payment  for New  Shares  validly
tendered and accepted for payment pursuant to the Offer.
 
    Subject  to, and  effective upon, acceptance  for payment of  the New Shares
tendered herewith, in accordance with the terms of the Offer (including, if  the
Offer  is extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon  the
order  of, the  Purchaser all right,  title and interest  in and to  all the New
Shares that  are being  tendered hereby  (and any  and all  non-cash  dividends,
distributions,  rights, other shares  or other securities  issued or issuable in
respect of such New Shares) and rights declared, paid or distributed in  respect
of  such New  Shares (collectively, "Distributions")  on or  after the Effective
Date (as  defined  in the  Offer  to  Purchase), and  irrevocably  appoints  the
Depositary  the true  and lawful agent  and attorney-in-fact  of the undersigned
with respect  to such  New Shares  and  all Distributions,  with full  power  of
substitution  (such power  of attorney being  deemed to be  an irrevocable power
coupled with an interest), to (i) deliver Share Certificates evidencing such New
Shares and all Distributions, or transfer  ownership of such New Shares and  all
Distributions on the account books maintained by a Book-Entry Transfer Facility,
together,  in  either  case,  with all  accompanying  evidence  of  transfer and
authenticity, to  or upon  the order  of the  Purchaser, (ii)  present such  New
Shares  and all Distributions for transfer on the books of the Company and (iii)
receive all benefits and otherwise  exercise all rights of beneficial  ownership
of  such New Shares and  all Distributions, all in  accordance with the terms of
the Offer.
 
    By  executing  this  Letter  of  Transmittal,  the  undersigned  irrevocably
appoints  Jay  Alix,  Robert  Shields  and  Thomas  Eppich  as  proxies  of  the
undersigned, each with  full power of  substitution, to the  full extent of  the
undersigned's  rights with respect to the New Shares tendered by the undersigned
and accepted for payment by the  Purchaser (and any and all Distributions).  All
such  proxies shall be considered  coupled with an interest  in the tendered New
Shares. This appointment  will be  effective if, when,  and only  to the  extent
that,  the Purchaser accepts such New Shares  for payment pursuant to the Offer.
Upon such acceptance  for payment, all  prior proxies given  by the  undersigned
with  respect  to such  New Shares  and other  securities will,  without further
action, be revoked,  and no  subsequent proxies  may be  given. The  individuals
named above as proxies will, with respect to the New Shares and other securities
for  which the appointment is effective, be empowered to exercise all voting and
other rights of the undersigned as they in their sole discretion may deem proper
at any  annual,  special,  adjourned  or  postponed  meeting  of  the  Company's
shareholders,  by written consent  or otherwise, and  the Purchaser reserves the
right to require that in order for  New Shares or other securities to be  deemed
validly  tendered, immediately  upon the  Purchaser's acceptance  for payment of
such New Shares, the Purchaser must be able to exercise full voting rights  with
respect to such New Shares.
 
    The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the New Shares tendered
hereby  and  all  Distributions,  that the  undersigned  own(s)  the  New Shares
tendered  hereby  within  the  meaning  of  Rule  14e-4  promulgated  under  the
Securities  Exchange Act  of 1934,  as amended  (the "Exchange  Act"), that such
tender of shares complies with Rule 14e-4 under the Exchange Act, and that  when
such  New Shares are accepted  for payment by the  Purchaser, the Purchaser will
acquire  good,   marketable  and   unencumbered  title   thereto  and   to   all
Distributions,   free  and  clear  of   all  liens,  restrictions,  charges  and
encumbrances, and that none of such New Shares and Distributions will be subject
to any adverse claim. The undersigned,  upon request, shall execute and  deliver
all  additional  documents  deemed by  the  Depositary  or the  Purchaser  to be
necessary or desirable to complete the sale, assignment and transfer of the  New
Shares tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the
<PAGE>
account of the Purchaser all Distributions in respect of the New Shares tendered
hereby,  accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, the Purchaser shall be
entitled to all rights and privileges as owner of each such Distribution and may
withhold the entire purchase price of  the New Shares tendered hereby or  deduct
from such purchase price, the amount or value of such Distribution as determined
by the Purchaser in its sole discretion.
 
    No  authority herein conferred  or agreed to be  conferred shall be affected
by, and  all  such authority  shall  survive, the  death  or incapacity  of  the
undersigned.  All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the  undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
 
    The  undersigned understands that tenders of  New Shares pursuant to any one
of the procedures described  in Section 2  of the Offer to  Purchase and in  the
instructions  hereto will constitute  the undersigned's acceptance  of the terms
and conditions  of the  Offer. The  Purchaser's acceptance  for payment  of  New
Shares  tendered  pursuant  to the  Offer  will constitute  a  binding agreement
between the undersigned  and the  Purchaser upon the  terms and  subject to  the
conditions   of  the  Offer.  The  undersigned  recognizes  that  under  certain
circumstances set forth in the Offer to  the Purchase, the Purchaser may not  be
required to accept for payment any of the New Shares tendered hereby.
 
    Unless  otherwise  indicated herein  in  the box  entitled  "Special Payment
Instructions," please issue the check for  the purchase price of all New  Shares
purchased, and return all Share Certificates evidencing New Shares not purchased
or  not tendered,  in the  name(s) of  the registered  holder(s) appearing above
under  "Description  of  New  Shares  Tendered."  Similarly,  unless   otherwise
indicated  in the box entitled "Special  Delivery Instructions," please mail the
check for  the  purchase  price  of  all New  Shares  purchased  and  all  Share
Certificates   evidencing  New  Shares  not   tendered  or  not  purchased  (and
accompanying documents, as  appropriate) to  the address(es)  of the  registered
holder(s)  appearing above  under "Description of  New Shares  Tendered." In the
event that  the  boxes  entitled "Special  Payment  Instructions"  and  "Special
Delivery  Instructions"  are  both completed,  please  issue the  check  for the
purchase price of  all New Shares  purchased and return  all Share  Certificates
evidencing  New Shares not purchased or not tendered in the name(s) of, and mail
such check  and  Share  Certificates  to  the  person(s)  so  indicated.  Unless
otherwise  indicated herein in the  box entitled "Special Payment Instructions,"
please credit  any  New  Shares  tendered hereby  and  delivered  by  book-entry
transfer,  but  which  are  not  purchased,  by  crediting  the  account  at the
Book-Entry Transfer Facility designated  above. The undersigned recognizes  that
the  Purchaser has no obligation, pursuant  to the Special Payment Instructions,
to transfer any New Shares from the name of the registered holder(s) thereof  if
the Purchaser does not accept for payment any of the New Shares tendered hereby.
<PAGE>
 
<TABLE>
<S>                                           <C>
        SPECIAL PAYMENT INSTRUCTIONS                 SPECIAL DELIVERY INSTRUCTIONS
      (SEE INSTRUCTIONS 1, 5, 6 AND 7)              (SEE INSTRUCTIONS 1, 5, 6 AND 7)
    TO  BE COMPLETED  ONLY IF  THE CHECK FOR  TO BE COMPLETED  ONLY IF THE  CHECK FOR  THE
THE  PURCHASE PRICE OF  NEW SHARES PURCHASED  PURCHASE PRICE  OF NEW  SHARES PURCHASED  OR
OR  SHARE CERTIFICATES EVIDENCING NEW SHARES  SHARE CERTIFICATES EVIDENCING NEW SHARES NOT
NOT TENDERED  OR  NOT PURCHASED  ARE  TO  BE  TENDERED  OR NOT PURCHASED  ARE TO BE MAILED
ISSUED IN THE NAME OF SOMEONE OTHER THAN THE  TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO
UNDERSIGNED,  OR  IF  NEW  SHARES   TENDERED  THE  UNDERSIGNED  AT AN  ADDRESS  OTHER THAN
HEREBY AND DELIVERED BY BOOK-ENTRY  TRANSFER  THAT  SHOWN UNDER "DESCRIPTION OF NEW SHARES
WHICH ARE NOT PURCHASED  ARE TO BE  RETURNED  TENDERED."
BY  CREDIT  TO  AN  ACCOUNT  AT  ONE  OF THE
BOOK-ENTRY TRANSFER  FACILITIES  OTHER  THAN
THAT DESIGNATED ABOVE.
 
 Issue check and/or Share Certificate(s) to:   Mail check and/or Share Certificate(s) to:
                                       Name:                     Name:
                                     (Please                 (Please Print)
                                      Print)                    Address:
                                    Address:
                                                               (Zip Code)
                                  (Zip Code)   Taxpayer identification or Social Security
           Taxpayer identification or Social                     Number
                             Security Number   (See Substitute Form W-9 on reverse side)
         (See Substitute Form W-9 on reverse
                                       side)
 
/ /Credit New Shares delivered by book-entry
   transfer and not purchased to the account
   set forth below:
 
Check appropriate box:
 
/ /The Depository Trust Company
 
  / /Midwest Securities Trust Company
     Account Number
</TABLE>
 
<PAGE>
                                  INSTRUCTIONS
             FORMING PART OR THE TERMS AND CONDITIONS OF THE OFFER
 
    1.    GUARANTEE OF  SIGNATURES.   Except  as  otherwise provided  below, all
signatures on this Letter of Transmittal must be guaranteed by a firm which is a
bank, broker, dealer, credit union, savings association, or other entity that is
a member in good standing of  the Securities Transfer Agents Medallion  Program,
the  New York Stock Exchange Medallion  Signature Guarantee Program or the Stock
Exchange Medallion  Program  (each,  an "Eligible  Institution").  No  signature
guarantee  is  required on  this Letter  of  Transmittal (a)  if this  Letter of
Transmittal is signed by the registered  holder(s) (which term, for purposes  of
this  document, shall include any participant  in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of New Shares) of
New Shares tendered herewith, unless such holder(s) has completed either the box
entitled "Special Delivery  Instructions" or the  box entitled "Special  Payment
Instructions"  on the reverse hereof, or (b) if such New Shares are tendered for
the  account  of  an  Eligible  Institution.  See  Instruction  5.  If  a  Share
Certificate  is registered in the name of a person other than the signer of this
Letter of Transmittal, or if payment is  to be made, or a Share Certificate  not
accepted  for payment or not tendered is to  be returned, to a person other than
the registered  holder(s),  then  the  Share Certificate  must  be  endorsed  or
accompanied  by appropriate stock  powers, in either case  signed exactly as the
name(s) of the registered holder(s) appear(s) on the Share Certificate, with the
signature(s) on such Share Certificate  or stock powers guaranteed as  described
above. See Instruction 5.
 
    2.   DELIVERY OF LETTER OF TRANSMITTAL  AND SHARE CERTIFICATES.  This Letter
of Transmittal is to be  used either if Share  Certificates are to be  forwarded
herewith or if New Shares are to be delivered by book-entry transfer pursuant to
the  procedure  set  forth  in  Section  2  of  the  Offer  to  Purchase.  Share
Certificates evidencing all tendered New Shares, or confirmation of a book-entry
transfer  of  such  New  Shares,  if  such  procedure  is  available,  into  the
Depositary's  account at one  of the Book-Entry  Transfer Facilities pursuant to
the procedures set forth in Section 2 of the Offer to Purchase, together with  a
properly  completed  and  duly  executed  Letter  of  Transmittal  (or facsimile
thereof) with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message, as defined below) and any other documents required
by this Letter of Transmittal, must be received by the Depositary at one of  its
addresses set forth on the reverse hereof prior to the Expiration Date. If Share
Certificates  are forwarded to the Depositary in multiple deliveries, a properly
completed and  duly executed  Letter  of Transmittal  must accompany  each  such
delivery.  New shareholders whose  Share Certificates have  not yet been issued,
are not immediately available, who  cannot deliver their Share Certificates  and
all  other required documents to the Depositary  prior to the Expiration Date or
who cannot  complete the  procedure for  delivery by  book-entry transfer  on  a
timely  basis may  tender their New  Shares pursuant to  the guaranteed delivery
procedure described in  Section 2  of the Offer  to Purchase.  Pursuant to  such
procedure:  (i) such tender must be made  by or through an Eligible Institution;
(ii) a  properly completed  and  duly executed  Notice of  Guaranteed  Delivery,
substantially  in the form provided by  the Purchaser herewith, must be received
by the Depositary  prior to  the Expiration  Date; and (iii)  in the  case of  a
guarantee of New Shares, the Share Certificates, in proper form for transfer, or
a confirmation of a book-entry transfer of such New Shares, if such procedure is
available,  into  the Depositary's  account at  one  of the  Book-Entry Transfer
Facilities, together  with a  properly  completed and  duly executed  Letter  of
Transmittal  (or manually signed facsimile  thereof) with any required signature
guarantees (or, in the case of  a book-entry transfer, an Agent's Message),  and
any  other documents required by this Letter of Transmittal, must be received by
the Depositary within  three New York  Stock Exchange, Inc.  trading days  after
receipt  of Share Certificates by the tendering shareholder pursuant to the Plan
(as defined in the Offer to Purchase) or, if later, within three New York  Stock
Exchange,  Inc.  trading days  after  the date  of  execution of  the  Notice of
Guaranteed Delivery, all as described in Section 2 of the Offer to Purchase. The
term "Agent's Message"  means a  message, transmitted by  a Book-Entry  Transfer
Facility  to,  and  received by,  the  Depositary  and formatting  a  part  of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an  express  acknowledgment from  the  participant in  such  Book-Entry
Transfer  Facility tendering the New Shares,  that such participant has received
and agrees to be bound by the terms  of this Letter of Transmittal and that  the
Purchaser  may  enforce such  agreement against  the participant.  BECAUSE SHARE
CERTIFICATES FOR THE NEW SHARES HAVE NOT BEEN ISSUED AS OF THE DATE OF THE OFFER
TO PURCHASE, AND WILL NOT BE ISSUED UNTIL AFTER THE EFFECTIVE DATE OF THE  PLAN,
UNLESS  THE PERIOD OF THE  OFFER EXTENDS BEYOND THE  EFFECTIVE DATE OF THE PLAN,
ALL SHAREHOLDERS DESIRING TO TENDER ALL OR ANY PORTION OF SUCH SHAREHOLDER'S NEW
SHARES WILL BE REQUIRED TO TENDER  IN COMPLIANCE WITH PROCEDURES FOR  GUARANTEED
DELIVERY,  AND PAYMENT FOR NEW SHARES WILL NOT BE MADE UNTIL AFTER THE EFFECTIVE
DATE OF THE PLAN.
 
    THE OFFER APPLIES ONLY TO  THE SHARES OF COMMON STOCK  OF THE COMPANY TO  BE
ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE PURCHASER
WILL  NOT ACCEPT TENDERS OF  SHARES OF COMMON STOCK  OF ANACOMP, INC. ISSUED AND
OUTSTANDING ON OR PRIOR TO THE EFFECTIVE DATE.
<PAGE>
    THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS  AT THE  OPTION AND  RISK  OF THE  TENDERING SHAREHOLDER,  AND  THE
DELIVERY  WILL BE DEEMED MADE ONLY WHEN  ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY  MAIL, REGISTERED  MAIL WITH RETURN  RECEIPT REQUESTED,  PROPERLY
INSURED,  IS RECOMMENDED.  IN ALL  CASES, SUFFICIENT  TIME SHOULD  BE ALLOWED TO
ENSURE TIMELY DELIVERY.
 
    No alternative, conditional or  contingent tenders will  be accepted and  no
fractional  New  Shares  will  be  purchased. By  execution  of  this  Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any  right
to receive any notice of the acceptance of their New Shares for payment.
 
    3.   INADEQUATE SPACE.   If the space provided  herein under "Description of
New Shares Tendered" is inadequate, the Share Certificate numbers, the number of
New Shares evidenced  by such Share  Certificates and the  number of New  Shares
tendered should be listed on a separate schedule and attached hereto.
 
    4.    PARTIAL  TENDERS.    (Not applicable  to  shareholders  who  tender by
book-entry transfer.) If fewer  than all the New  Shares evidenced by any  Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of New Shares which are to be tendered in the box entitled "Number
of  New Shares Tendered." In such cases, new Share Certificate(s) evidencing the
remainder of  the New  Shares  that were  evidenced  by the  Share  Certificates
delivered  to the Depositary herewith will be sent to the person(s) signing this
Letter of Transmittal, unless  otherwise provided in  the box entitled  "Special
Delivery   Instructions,"  as  soon  as  practicable  after  the  expiration  or
termination of  the  Offer.  All  New Shares  evidenced  by  Share  Certificates
delivered  to  the  Depositary  will  be deemed  to  have  been  tendered unless
otherwise indicated.
 
    5.  SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.   If
this  Letter of  Transmittal is  signed by the  registered holder(s)  of the New
Shares tendered hereby,  the signature(s)  must correspond with  the name(s)  as
written on the face of the Share Certificates evidencing such New Shares without
alteration, enlargement or any other change whatsoever.
 
    If  any New Share tendered hereby is owned of record by two or more persons,
all such persons must sign this Letter of Transmittal.
 
    If any New Share tendered hereby is owned of record by two or more  persons,
all such persons must sign this Letter of Transmittal.
 
    If  any of  the New Shares  tendered hereby  are registered in  the names of
different holders, it  will be necessary  to complete, sign  and submit as  many
separate Letters of Transmittal as there are different registrations of such New
Shares.
 
    If  this Letter of Transmittal is signed  by the registered holder(s) of the
New Shares tendered hereby,  no endorsements of  Share Certificates or  separate
stock  powers  are  required,  unless  payment  is  to  be  made  to,  or  Share
Certificates evidencing  New Shares  not tendered  or not  purchased are  to  be
issued  in the name  of a person  other than the  registered holder(s), in which
case, the Share Certificate(s) evidencing the New Shares tendered hereby must be
endorsed or  accompanied by  appropriate  stock powers,  in either  case  signed
exactly  as  the name(s)  of the  registered holder(s)  appear(s) on  such Share
Certificate(s). Signatures on such Share Certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
 
    If this  Letter  of  Transmittal  is  signed by  a  person  other  than  the
registered holder(s) of the New Shares tendered hereby, the Share Certificate(s)
evidencing  the New  Shares tendered hereby  must be endorsed  or accompanied by
appropriate stock powers, in  either case signed exactly  as the name(s) of  the
registered  holder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s)  and  stock  powers  must  be  guaranteed  by  an  Eligible
Institution.
 
    If  this Letter of  Transmittal or any  Share Certificate or  stock power is
signed  by  a  trustee,  executor,  administrator,  guardian,  attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity,  such  person should  so indicate  when  signing, and  proper evidence
satisfactory to  Purchaser  of  such  person's  authority  so  to  act  must  be
submitted.
 
    6.   STOCK TRANSFER TAXES.  Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the sale  and
transfer  of  any New  Shares to  it or  its  order pursuant  to the  Offer. If,
however, payment of the purchase price of any New Shares purchased is to be made
to, or Share Certificate(s) evidencing New Shares not tendered or not  purchased
are  to be issued in the name of,  a person other than the registered holder(s),
the amount  of any  stock  transfer taxes  (whether  imposed on  the  registered
holder(s), such
<PAGE>
other  person or  otherwise) payable  on account of  the transfer  to such other
person will be deducted  from the purchase price  of such New Shares  purchased,
unless  evidence satisfactory to the Purchaser of  the payment of such taxes, or
exemption therefrom, is submitted.
 
    EXCEPT AS  PROVIDED IN  THIS INSTRUCTION  6, IT  WILL NOT  BE NECESSARY  FOR
TRANSFER  TAX STAMPS TO BE AFFIXED TO  THE SHARE CERTIFICATES EVIDENCING THE NEW
SHARES TENDERED HEREBY.
 
    7.  SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.  If a check for the  purchase
price of any New Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing  New Shares not  tendered or not  purchased are to  be issued, in the
name of a person other than the person(s) signing this Letter of Transmittal  or
if  such check or any such Share Certificate is to be sent to someone other than
the person(s) signing  this Letter of  Transmittal or to  the person(s)  signing
this  Letter of Transmittal but  at an address other than  that shown in the box
entitled "Description of  New Shares  Tendered," the appropriate  boxes on  this
Letter  of Transmittal must be completed. New shareholders delivering New Shares
tendered hereby by book-entry transfer may request that New Shares not purchased
be credited to such account maintained at a Book-Entry Transfer Facility as such
shareholder may designate in the box entitled "Special Payment Instructions"  on
the  reverse hereof. If no such instructions  are given, all such New Shares not
purchased will be returned by crediting  the account at the Book-Entry  Transfer
Facility  designated on the  reverse hereof as  the account from  which such New
Shares were delivered.
 
    8.  REQUESTS FOR ASSISTANCE OR  ADDITIONAL COPIES.  Requests for  assistance
may  be  directed  to the  Information  Agent  or the  Dealer  Manager  at their
respective addresses or telephone numbers set forth below. Additional copies  of
the  Offer to  Purchase, this  Letter of  Transmittal, the  Notice of Guaranteed
Delivery and the Guidelines for Certification of Taxpayer Identification  Number
on  Substitute Form W-9 may be obtained from the Information Agent or the Dealer
Manager or from brokers, dealers, commercial banks or trust companies.
 
    9.  SUBSTITUTE FORM W-9.  Each tendering shareholder is required to  provide
the  Depositary with  a correct  Taxpayer Identification  Number ("TIN")  on the
Substitute Form W-9 which is  provided under "Important Tax Information"  below,
and to certify, under penalties of perjury, that such number is correct and that
such  shareholder is not subject to backup withholding of federal income tax. If
a tendering shareholder has been notified  by the Internal Revenue Service  that
such  shareholder is subject to backup  withholding, such shareholder must cross
out item (2) of the  Certification box of the  Substitute Form W-9, unless  such
shareholder  has since been  notified by the Internal  Revenue Service that such
shareholder is no longer subject to  backup withholding. Failure to provide  the
information  on the Substitute Form W-9 may subject the tendering shareholder to
31% federal income tax withholding on the  payment of the purchase price of  all
New Shares purchased from such shareholder. If the tendering shareholder has not
been  issued a TIN and  has applied for one  or intends to apply  for one in the
future, such shareholder should  write "Applied For" in  the space provided  for
the  TIN in Part I of the Substitute  Form W-9, and sign and date the Substitute
Form W-9.  If "Applied  For" is  written in  Part I  and the  Depositary is  not
provided  with a  TIN within 60  days, the  Depositary will withhold  31% on all
payments of the purchase price  to such shareholder until  a TIN is provided  to
the Depositary.
 
    10.    LOST,  DESTROYED  OR  STOLEN  CERTIFICATES.    If  any certificate(s)
representing New  Shares has  been lost,  destroyed or  stolen, the  shareholder
should  promptly notify the Depositary. The  shareholder will then be instructed
as to the steps that must be taken in order to replace the certificate(s).  This
Letter  of  Transmittal  and related  documents  cannot be  processed  until the
procedures for replacing lost or destroyed certificates have been followed.
 
    IMPORTANT: THIS  LETTER  OF  TRANSMITTAL  (OR  FACSIMILE  HEREOF),  PROPERLY
COMPLETED  AND  DULY EXECUTED,  WITH ANY  REQUIRED  SIGNATURE GUARANTEES,  OR AN
AGENT'S MESSAGE (TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF  BOOK-ENTRY
TRANSFER  AND ALL  OTHER REQUIRED  DOCUMENTS) OR  A PROPERLY  COMPLETED AND DULY
EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY  PRIOR
TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
 
                           IMPORTANT TAX INFORMATION
 
    Under  the federal income  tax law, a shareholder  whose tendered New Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such  shareholder's correct  TIN  on Substitute  Form  W-9 below.  If  such
shareholder  is an  individual, the  TIN is  such shareholder's  social security
number. If the Depositary is not provided with the correct TIN, the  shareholder
may  be subject  to a $50  penalty imposed  by the Internal  Revenue Service. In
addition, payments that are made to such shareholder with respect to New  Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
 
    Certain  shareholders (including, among others, all corporations and certain
foreign individuals) are not subject  to these backup withholding and  reporting
requirements.  In  order  for  a  foreign individual  to  qualify  as  an exempt
<PAGE>
recipient, such individual must  submit a statement,  signed under penalties  of
perjury,  attesting to such individual's exempt status. Forms of such statements
can  be  obtained  from  the   Depositary.  See  the  enclosed  Guidelines   for
Certification  of  Taxpayer Identification  Number  on Substitute  Form  W-9 for
additional instructions.
 
    If backup withholding applies with respect to a shareholder, the  Depositary
is  required to withhold  31% of any  payments made to  such shareholder. Backup
withholding is  not an  additional tax.  Rather, the  tax liability  of  persons
subject  to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an  overpayment of taxes, a  refund may be obtained  from
the Internal Revenue Service.
 
PURPOSE OF SUBSTITUTE FORM W-9
 
    To  prevent backup  withholding on payments  that are made  to a shareholder
with respect to New Shares purchased  pursuant to the Offer, the shareholder  is
required  to  notify  the  Depositary  of  such  shareholder's  correct  TIN  by
completing the form  below certifying (a)  that the TIN  provided on  Substitute
Form  W-9 is correct (or that such shareholder  is awaiting a TIN), and (b) that
(i) such shareholder has not been notified by the Internal Revenue Service  that
such  shareholder is subject to  backup withholding as a  result of a failure to
report all  interest or  dividends  or (ii)  the  Internal Revenue  Service  has
notified  such shareholder that such shareholder  is no longer subject to backup
withholding.
 
WHAT NUMBER TO GIVE THE DEPOSITARY
 
    The shareholder  is required  to  give the  Depositary the  social  security
number  or employer identification number of the record holder of the New Shares
tendered hereby. If the New Shares are in  more than one name or are not in  the
name  of the actual owner, consult  the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. If the tendering  shareholder has not been issued a  TIN
and  has applied  for a  number or  intends to  apply for  a number  in the near
future, the shareholder should write "Applied For" in the space provided for the
TIN in Part I, and  sign and date the Substitute  Form W-9. If "Applied For"  is
written  in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all  payments of the purchase price to  such
shareholder until a TIN is provided to the Depositary.
<PAGE>
 
                                   IMPORTANT
                          NEW SHAREHOLDERS: SIGN HERE
             (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
                          (Signature(s) of Holder(s))
Dated: , 1996
    (Must  be signed  by registered  holder(s) exactly  as name(s)  appear(s) on
Share Certificates or on a security position listing or by person(s)  authorized
to  become  registered  holder(s)  by  certificates  and  documents  transmitted
herewith. If  signature  is by  a  trustee, executor,  administrator,  guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or  representative  capacity,  please  provide  the  following  information. See
Instruction 5.)
Name(s)
                                 (Please Print)
Capacity (full title)
                              (See Instruction 5)
Address
                                                                      (Zip Code)
                          Area Code and Telephone No.
                 Taxpayer Identification or Social Security No.
                   (See Substitute Form W-9 on reverse side)
                           GUARANTEE OF SIGNATURE(S)
                   (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
                              Authorized Signature
                                      Name
                                 (Please Print)
                                     Title
                                  Name of Firm
                                    Address
                               (Include Zip Code)
                          Area Code and Telephone No.
Dated: , 1996
 
<PAGE>
 
<TABLE>
<S>                          <C>                                <C>
                      PAYER'S NAME: CHEMICAL MELLON SHAREHOLDERS SERVICES, L.L.C.
 SUBSTITUTE                  PART I -- PLEASE PROVIDE YOUR TIN
 FORM W-9                    IN THE BOX  AT RIGHT AND  CERTIFY           Social Security Number
 DEPARTMENT OF THE TREASURY  BY SIGNING AND DATING BELOW.                          OR
 INTERNAL REVENUE SERVICE
 PAYER'S REQUEST FOR                                                 Employer Identification Number
 TAXPAYER                                                                (If awaiting TIN write
 IDENTIFICATION NUMBER                                                       "Applied For")
 (TIN)
                             PART  II --  For Payees  Exempt From  Backup Withholding,  see the enclosed
                             GUIDELINES and complete as instructed therein.
 Certification -- Under penalties of perjury, I certify that:
 (1)  The number shown on this form is my correct Taxpayer Identification Number (or a Taxpayer
      Identification Number has not been issued to me and either (a) I have mailed or delivered an
      application to receive a Taxpayer Identification Number to the appropriate Internal Revenue
      Service ("IRS") or Social Security Administration office or (b) I intend to mail or deliver an
      application in the near future. I understand that if I do not provide a Taxpayer Identification
      Number within sixty (60) days, 31% of all reportable payments made to me thereafter will be
      withheld until I provide a number), and
 (2)  I am not subject to backup withholding either  because I have not been notified by the IRS that  I
      am  subject to backup withholding as  a result of failure to  report all interest or dividends, or
      the IRS has notified me that I am no longer subject to backup withholding.
 CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that
 you are subject  to backup  withholding because  of underreporting interest  or dividends  on your  tax
 return.  However, if after being  notified by the IRS  that you were subject  to backup withholding you
 received another notification from the IRS that you are no longer subject to backup withholding, do not
 cross out item (2). (Also see instructions in the enclosed GUIDELINES.)
SIGNATURE       DATE , 1996
</TABLE>
 
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITH-HOLDING
      OF 31% OF ANY PAYMENTS  MADE TO YOU PURSUANT  TO THE OFFER. PLEASE  REVIEW
      THE  ENCLOSED  GUIDELINES  FOR  CERTIFICATION  OF  TAXPAYER IDENTIFICATION
      NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
 
    Questions and requests for assistance or  additional copies of the Offer  to
Purchase, Letter of Transmittal and other tender offer materials may be directed
to the Information Agent or the Dealer Manager as set forth below:
 
                    THE INFORMATION AGENT FOR THE OFFER IS:
                             D.F. KING & CO., INC.
                                77 Water Street
                            New York, New York 10005
                        (212) 269-5550 (Call Collect) or
                           (800) 290-6428 (Toll Free)
 
                      THE DEALER MANAGER FOR THE OFFER IS:
                              SALOMON BROTHERS INC
                            Seven World Trade Center
                            New York, New York 10048
                         (212) 783-3957 (Call Collect)

<PAGE>
                              SALOMON BROTHERS INC
                            Seven World Trade Center
                            New York, New York 10048
 
                           OFFER TO PURCHASE FOR CASH
                     UP TO 4,400,000 SHARES OF COMMON STOCK
                                       OF
                                 ANACOMP, INC.
                 IF AND WHEN SUCH SHARES ARE ISSUED PURSUANT TO
                THE SECOND AMENDED JOINT PLAN OF REORGANIZATION
                OF ANACOMP, INC. AND CERTAIN OF ITS SUBSIDIARIES
                                       AT
                              $7.75 NET PER SHARE
                                       BY
                          QUESTOR PARTNERS FUND, L.P.
 
  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
   TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
 
                                                                  APRIL 19, 1996
 
To Brokers, Dealers, Commercial Banks,
  Trust Companies and Other Nominees:
 
    We  have been appointed  by Questor Partners Fund,  L.P., a Delaware limited
partnership (the "Purchaser"), to act as  the Dealer Manager in connection  with
its offer to purchase for cash up to 4,400,000 shares of common stock, par value
$.01 per share (the "New Shares"), of Anacomp, Inc., an Indiana corporation (the
"Company"),  if  and when  such New  Shares  are issued  pursuant to  the Second
Amended Joint Plan of Reorganization of the Company and certain of the Company's
subsidiaries at a price of $7.75 per New Share, net to the seller in cash,  upon
the  terms and subject to  the conditions set forth  in the Purchaser's Offer to
Purchase, dated April 19, 1996 (the "Offer to Purchase"), and the related Letter
of Transmittal  (which, together  with any  amendments or  supplements  thereto,
collectively  constitute the  "Offer") enclosed herewith.  All capitalized terms
used herein but not defined  herein shall have the  meaning ascribed to them  in
the Offer to Purchase.
 
    THE  OFFER IS CONDITIONED UPON, AMONG  OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN  PRIOR TO THE EXPIRATION  OF THE OFFER 1,500,000  NEW
SHARES,  REPRESENTING  APPROXIMATELY  15%  OF  THE  NEW  SHARES  EXPECTED  TO BE
OUTSTANDING FOLLOWING CONSUMMATION  OF THE  PLAN, (II) THE  CONFIRMATION OF  THE
PLAN,  (III) THE  PURCHASER BEING  SATISFIED, IN  ITS SOLE  DISCRETION, WITH THE
TERMS AND CONDITIONS OF THE  SECURITIES TO BE ISSUED  PURSUANT TO THE PLAN,  ANY
OTHER  SECURITIES OUTSTANDING IMMEDIATELY AFTER CONSUMMATION OF THE PLAN AND THE
ARTICLES OF  INCORPORATION AND  BYLAWS OF  THE COMPANY  THAT WILL  BE IN  EFFECT
IMMEDIATELY  FOLLOWING THE EFFECTIVE DATE OF  THE PLAN, (IV) THE PURCHASER BEING
SATISFIED, IN  ITS SOLE  DISCRETION, THAT  CHAPTER 42  OF THE  INDIANA  BUSINESS
CORPORATION  LAW  (THE "IBCL")  IS INAPPLICABLE  TO THE  ACQUISITION OF  THE NEW
SHARES PURSUANT TO  THE OFFER, (V)  THE PURCHASER BEING  SATISFIED, IN ITS  SOLE
DISCRETION,  THAT CHAPTER 43 OF  THE IBCL WILL BE  INAPPLICABLE TO THE PURCHASER
FOLLOWING ITS ACQUISITION OF THE NEW  SHARES PURSUANT TO THE OFFER TO  PURCHASE,
(VI)   THE  PURCHASER  BEING  SATISFIED,  IN   ITS  SOLE  DISCRETION,  THAT  THE
<PAGE>
COMPANY'S CURRENTLY  OUTSTANDING  RIGHTS HAVE  BEEN  REDEEMED OR  ARE  OTHERWISE
INAPPLICABLE  TO THE OFFER,  (VII) THE EXPIRATION OR  TERMINATION OF ALL WAITING
PERIODS IMPOSED BY THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976,  AS
AMENDED,  AND  THE  REGULATIONS  THEREUNDER,  AND  (VIII)  THE  PURCHASER  BEING
SATISFIED, IN ITS SOLE DISCRETION,  THAT THERE HAS NOT  BEEN, AND, PRIOR TO  THE
EFFECTIVENESS  OF THE PLAN, THERE WILL NOT BE, ANY MATERIAL CHANGES TO THE PLAN.
SEE SECTION 14 OF THE OFFER TO PURCHASE.
 
    Enclosed herewith are copies of the following documents:
 
       1.  The Offer to Purchase dated April 19, 1996;
 
       2.  The Letter of  Transmittal to  be used by  holders of  New Shares  in
           accepting the Offer and tendering New Shares;
 
       3.  The  Notice of Guaranteed Delivery to be  used to accept the Offer if
           the   certificates   evidencing   such   New   Shares   (the   "Share
    Certificates")  have not yet  been issued, are  not immediately available or
    time will  not  permit  all  required documents  to  reach  Chemical  Mellon
    Shareholder Services, L.L.C. (the "Depositary") prior to the Expiration Date
    or  the procedure  for book-entry transfer  cannot be completed  on a timely
    basis;
 
       4.  A letter which  may be sent  to your clients  for whose accounts  you
           hold  or expect to hold New Shares  registered in your name or in the
    name of  your nominees,  with  space provided  for obtaining  such  clients'
    instructions with regard to the Offer;
 
       5.  Guidelines  of  the  Internal Revenue  Service  for  Certification of
           Taxpayer Identification  Number  on Substitute  Form  W-9,  providing
    information relating to backup federal income tax withholding; and
 
       6.  Return envelope addressed to the Depositary.
 
    Upon the terms and subject to the conditions of the Offer (including, if the
Offer  is extended or amended, the terms and conditions of any such extension or
amendment), the  Purchaser  will  purchase,  by accepting  for  payment,  up  to
4,400,000  New  Shares validly  tendered prior  to the  Expiration Date  and not
withdrawn in accordance with the Offer  to Purchase. For purposes of the  Offer,
the  Purchaser will be deemed  to have accepted for  payment tendered New Shares
if, as and when the Purchaser gives oral or written notice to the Depositary  of
the Purchaser's acceptance of such New Shares for payment. In all cases, payment
for  New Shares purchased pursuant  to the Offer will  be made only after timely
receipt by the Depositary of (i)  the Share Certificates or timely  confirmation
of  a book-entry transfer  of such New  Shares, if such  procedure is available,
into the Depositary's  account at The  Depository Trust Company  or the  Midwest
Securities  Trust Company pursuant to  the procedures set forth  in the Offer to
Purchase, (ii)  the  Letter  of Transmittal  (or  facsimile  thereof),  properly
completed  and duly executed, or an Agent's  Message (as defined in the Offer to
Purchase) and (iii) any other documents required by the Letter of Transmittal.
 
    PLEASE NOTE  THAT THE  OFFER  AND WITHDRAWAL  RIGHTS  WILL EXPIRE  AT  12:00
MIDNIGHT,  NEW YORK CITY  TIME, ON THURSDAY,  MAY 16, 1996,  UNLESS EXTENDED. WE
URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
 
    The Purchaser will not pay any fees  or commissions to any broker or  dealer
or other person (other than to the Dealer Manager) for soliciting tenders of New
Shares  pursuant to the Offer. You will  be reimbursed for customary mailing and
handling expenses incurred by you in  forwarding the enclosed materials to  your
clients.
 
    The  Purchaser will pay any stock transfer taxes incident to the transfer to
it of validly tendered New Shares, except as otherwise provided in Instruction 6
of the Letter of Transmittal.
 
    In order  to take  advantage of  the  Offer, a  duly executed  and  properly
completed  Letter  of  Transmittal  (or facsimile  thereof),  with  any required
signature   guarantees    and    any   other    required    documents,    should
 
                                       2
<PAGE>
be  sent to the Depositary, and  certificates evidencing the tendered New Shares
should be  delivered  or  such  New Shares  should  be  tendered  by  book-entry
transfer,  all in accordance with the Offer to Purchase and the Instructions set
forth in the Letter of Transmittal.
 
    If shareholders wish to tender New Shares, but such New Shares have not  yet
been  issued or  such shareholders are  unable to forward  their certificates or
other required documents prior to the Expiration Date, a tender may be  effected
by  following the guaranteed  delivery procedures specified in  Section 2 of the
Offer to Purchase. BECAUSE SHARE CERTIFICATES  FOR THE NEW SHARES HAVE NOT  BEEN
ISSUED  AS OF THE  DATE OF THE OFFER  TO PURCHASE, AND WILL  NOT BE ISSUED UNTIL
AFTER THE EFFECTIVE DATE  OF THE PLAN,  UNLESS THE PERIOD  OF THE OFFER  EXTENDS
BEYOND  THE EFFECTIVE DATE OF THE PLAN,  ALL SHAREHOLDERS DESIRING TO TENDER ALL
OR ANY PORTION OF SUCH  SHAREHOLDER'S NEW SHARES WILL  BE REQUIRED TO TENDER  IN
COMPLIANCE  WITH  PROCEDURES FOR  GUARANTEED DELIVERY  AND  PAYMENT FOR  THE NEW
SHARES WILL NOT BE MADE UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN.
 
    Any inquiries you may have with respect to the Offer should be addressed  to
the  Dealer Manager or  the Information Agent at  their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
 
    Additional copies of the enclosed materials  may be obtained by calling  the
Information  Agent,  D.F. King  &  Co., Inc.  at  1-800-290-6428 (Toll  Free) or
1-212-269-5550 (Collect), or  from brokers, dealers,  commercial banks or  trust
companies.
 
                                          Very truly yours,
                                          Salomon Brothers Inc
 
    NOTHING  CONTAINED HEREIN OR IN THE  ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE DEPOSITARY, THE  INFORMATION
AGENT  OR THE DEALER  MANAGER OR AUTHORIZE YOU  OR ANY OTHER  PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT  TO
THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.
 
                                       3

<PAGE>
                           OFFER TO PURCHASE FOR CASH
                     UP TO 4,400,000 SHARES OF COMMON STOCK
                                       OF
                                 ANACOMP, INC.
                 IF AND WHEN SUCH SHARES ARE ISSUED PURSUANT TO
                THE SECOND AMENDED JOINT PLAN OF REORGANIZATION
                OF ANACOMP, INC. AND CERTAIN OF ITS SUBSIDIARIES
                                       AT
                              $7.75 NET PER SHARE
                                       BY
                          QUESTOR PARTNERS FUND, L.P.
 
THE  OFFER AND WITHDRAWAL  RIGHTS WILL EXPIRE  AT 12:00 MIDNIGHT,  NEW YORK CITY
TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
 
                                                                  APRIL 19, 1996
 
To Our Clients:
 
    Enclosed for your consideration is an Offer to Purchase dated April 19, 1996
(the "Offer to Purchase") and a  Letter of Transmittal and instructions  thereto
(the  "Letter  of Transmittal"  and, together  with the  Offer to  Purchase, the
"Offer") relating  to the  Offer  by Questor  Partners  Fund, L.P.,  a  Delaware
limited  partnership (the  "Purchaser"), to purchase  up to  4,400,000 shares of
common stock, par value $.01 per share (the "New Shares"), of Anacomp, Inc.,  an
Indiana  corporation (the  "Company"), if  and when  such New  Shares are issued
pursuant to the Second Amended Joint  Plan of Reorganization of the Company  and
certain of the Company's subsidiaries, at a price of $7.75 per New Share, net to
the  seller in cash, upon  the terms and subject to  the conditions set forth in
the Offer.
 
    Shareholders whose certificates evidencing New Shares ("Share Certificates")
have not yet been  issued, are not immediately  available or who cannot  deliver
their  Share  Certificates and  all other  documents required  by the  Letter of
Transmittal to Chemical Mellon Shareholder Services, L.L.C. (the  "Depositary"),
prior  to the Expiration Date or who  cannot complete the procedure for delivery
by book-entry  transfer to  the Depositary's  account at  a Book-Entry  Transfer
Facility (as defined in the Offer to Purchase) on a timely basis and who wish to
tender their New Shares must do so pursuant to the guaranteed delivery procedure
described in Section 2 of the Offer to Purchase. See Instruction 2 of the Letter
of  Transmittal.  Delivery of  documents to  a  Book-Entry Transfer  Facility in
accordance  with  the  Book-Entry   Transfer  Facility's  procedures  does   not
constitute delivery to the Depositary.
 
    BECAUSE SHARE CERTIFICATES FOR THE NEW SHARES HAVE NOT BEEN ISSUED AS OF THE
DATE  OF THE OFFER TO PURCHASE, AND WILL NOT BE ISSUED UNTIL AFTER THE EFFECTIVE
DATE OF THE PLAN, UNLESS  THE PERIOD OF THE  OFFER EXTENDS BEYOND THE  EFFECTIVE
DATE OF THE PLAN, ALL SHAREHOLDERS DESIRING TO TENDER ALL OR ANY SUCH PORTION OF
SUCH  SHAREHOLDER'S NEW SHARES WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH THE
PROCEDURES FOR GUARANTEED DELIVERY, AND PAYMENT  FOR THE NEW SHARES WILL NOT  BE
MADE UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN.
 
    THIS MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF THE SECURITIES
(AS  DEFINED IN  THE OFFER  TO PURCHASE)  HELD BY  US FOR  YOUR ACCOUNT  BUT NOT
REGISTERED IN YOUR NAME. WE EXPECT TO BE THE HOLDER OF RECORD OF NEW SHARES HELD
BY US FOR YOUR  ACCOUNT FOLLOWING CONSUMMATION  OF THE PLAN  (AS DEFINED IN  THE
OFFER  TO PURCHASE). A TENDER OF  SUCH NEW SHARES CAN BE  MADE ONLY BY US AS THE
HOLDER OF
<PAGE>
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER NEW  SHARES
HELD BY US FOR YOUR ACCOUNT.
 
    We  request instructions as  to whether you  wish to have  us tender on your
behalf any or all the New Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
 
    Your attention is directed to the following:
 
       1.  The tender price is $7.75 per share, net to the seller in cash.
 
       2.  The Offer,  proration period  and withdrawal  rights will  expire  at
           12:00 Midnight, New York City time, on Thursday, May 16, 1996, unless
    the Offer is extended.
 
       3.  The Offer is being made for up to 4,400,000 New Shares.
 
       4.  Tendering Shareholders will not be obligated to pay brokerage fees or
           commissions or, except as set forth in Instruction 6 of the Letter of
    Transmittal,  stock  transfer taxes  on the  purchase of  New Shares  by the
    Purchaser pursuant to the Offer.
 
    The Offer is made solely by the Offer to Purchase and the related Letter  of
Transmittal and is being made to all holders of New Shares. The Purchaser is not
aware of any state where the making of the Offer is prohibited by administrative
or judicial action pursuant to any valid state statute. If the Purchaser becomes
aware  of any  valid state statute  prohibiting the  making of the  Offer or the
acceptance of New Shares pursuant thereto, the Purchaser will make a good  faith
effort  to comply with such state statute. If, after such good faith effort, the
Purchaser cannot comply with such state statute,  the Offer will not be made  to
(nor will tenders be accepted from or on behalf of) the holders of New Shares in
such  state. In any  jurisdiction where the  securities, blue sky  or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall  be
deemed to be made on behalf of the Purchaser by Salomon Brothers Inc, the Dealer
Manager, or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
 
    THE  OFFER APPLIES ONLY TO  THE SHARES OF COMMON STOCK  OF THE COMPANY TO BE
ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE PURCHASER
WILL NOT ACCEPT TENDERS OF  SHARES OF COMMON STOCK  OF ANACOMP, INC. ISSUED  AND
OUTSTANDING ON OR PRIOR TO THE EFFECTIVE DATE.
 
    If  you wish  to have us  tender any  or all of  your New  Shares, please so
instruct us by completing,  executing and returning to  us the instruction  form
contained in this letter. An envelope in which to return your instructions to us
is enclosed. If you authorize the tender of your New Shares, all such New Shares
will be tendered unless otherwise specified on the instruction form set forth in
this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
 
                                       2
<PAGE>
                          INSTRUCTIONS WITH RESPECT TO
                      THE OFFER TO PURCHASE FOR CASH UP TO
                        4,400,000 SHARES OF COMMON STOCK
                                OF ANACOMP, INC.
 
    The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated April 19, 1996, and the related Letter of Transmittal (which,
as  amended from time  to time, together constitute  the "Offer"), in connection
with the Offer  by Questor Partners  Fund L.P., a  Delaware limited  partnership
(the "Purchaser"), to purchase up to 4,400,000 shares of common stock, par value
$.01  per share (the "New Shares"), of Anacomp, Inc., an Indiana corporation, if
and when such New Shares are issued pursuant to the Second Amended Joint Plan of
Reorganization of the Company and certain of the Company's subsidiaries.
 
    This will instruct you to tender to  the Purchaser the number of New  Shares
indicated  below (or, if no  number is indicated below,  all New Shares) held by
you for  the account  of the  undersigned, upon  the terms  and subject  to  the
conditions set forth in the Offer.
 
<TABLE>
<S>                                            <C>
NUMBER OF NEW SHARES TO BE TENDERED*:                            SIGN HERE
 
                  NEW SHARES
 
                                                               SIGNATURE(S)
 
               ACCOUNT NUMBER:
 
                DATED: , 1996
                                                     PLEASE TYPE OR PRINT NAME(S) HERE
 
                                                   PLEASE TYPE OR PRINT ADDRESS(ES) HERE
 
                                                      AREA CODE AND TELEPHONE NUMBER
 
                                                        TAXPAYER IDENTIFICATION OR
                                                         SOCIAL SECURITY NUMBER(S)
</TABLE>
 
- - - - ------------------------
* Unless  otherwise indicated, it will be assumed that all New Shares held by us
  for your account are to be tendered.
 
                                       3

<PAGE>
                         NOTICE OF GUARANTEED DELIVERY
                                      FOR
                        TENDER OF SHARES OF COMMON STOCK
                                       OF
                                 ANACOMP, INC.
 
                                       TO
                          QUESTOR PARTNERS FUND, L.P.
 
THE  OFFER AND WITHDRAWAL  RIGHTS WILL EXPIRE  AT 12:00 MIDNIGHT,  NEW YORK CITY
TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
 
    As set forth in Section 2 of the Offer to Purchase (as defined below) and in
Instruction 2 of the  related Letter of Transmittal,  this Notice of  Guaranteed
Delivery,  or one substantially in  the form hereof, must  be used to accept the
Offer (as defined below) if  (i) certificates ("Share Certificates")  evidencing
shares  of  newly  issued common  stock,  par  value $.01  per  share  (the "New
Shares"), of Anacomp, Inc., an Indiana corporation (the "Company"), are not  yet
issued  or not  immediately available,  (ii) time  will not  permit all required
documents  to   reach  Chemical   Mellon  Shareholder   Services,  L.L.C.   (the
"Depositary"),  prior  to  the  Expiration  Date  or  (iii)  the  procedure  for
book-entry transfer  cannot be  completed  on a  timely  basis. This  Notice  of
Guaranteed  Delivery  may  be  delivered by  hand  or  transmitted  by telegram,
facsimile transmission or mail to the Depositary. See Section 2 of the Offer  to
Purchase.  All capitalized terms  used herein but not  defined herein shall have
the meaning ascribed to them in the Offer to Purchase.
 
    BECAUSE SHARE CERTIFICATES FOR THE NEW SHARES HAVE NOT BEEN ISSUED AS OF THE
DATE OF THE OFFER TO PURCHASE, AND WILL NOT BE ISSUED UNTIL AFTER THE  EFFECTIVE
DATE  OF THE PLAN, UNLESS  THE PERIOD OF THE  OFFER EXTENDS BEYOND THE EFFECTIVE
DATE OF THE PLAN, ALL SHAREHOLDERS DESIRING TO TENDER ALL OR ANY SUCH PORTION OF
SUCH SHAREHOLDER'S NEW SHARES WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH  THE
PROCEDURES  FOR GUARANTEED DELIVERY, AND PAYMENT FOR  THE NEW SHARES WILL NOT BE
MADE UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN.
 
    THE OFFER APPLIES ONLY TO  THE SHARES OF COMMON STOCK  OF THE COMPANY TO  BE
ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE PURCHASER
WILL  NOT ACCEPT TENDERS OF  SHARES OF COMMON STOCK  OF ANACOMP, INC. ISSUED AND
OUTSTANDING ON OR PRIOR TO THE EFFECTIVE DATE.
 
                        THE DEPOSITARY FOR THE OFFER IS:
 
                  CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
 
<TABLE>
<S>                             <C>                               <C>
           BY MAIL:                  BY OVERNIGHT DELIVERY:                  BY HAND:
         P.O. Box 817               120 Broadway, 13th Floor         120 Broadway, 13th Floor
       Midtown Station              New York, New York 10271         New York, New York 10271
   New York, New York 10018        Attention: Reorganization        Attention: Reorganization
  Attention: Reorganization                Department                       Department
          Department
                                   BY FACSIMILE TRANSMISSION:
                                (For Eligible Institutions Only)
                                         (201) 329-8936
                                     CONFIRM BY TELEPHONE:
                                         (201) 296-4100
</TABLE>
 
    DELIVERY OF THIS NOTICE OF GUARANTEED  DELIVERY TO AN ADDRESS OTHER THAN  AS
SET  FORTH  ABOVE, OR  TRANSMISSION OF  INSTRUCTIONS VIA  FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
 
    THIS FORM IS NOT  TO BE USED  TO GUARANTEE SIGNATURES. IF  A SIGNATURE ON  A
LETTER  OF TRANSMITTAL IS  REQUIRED TO BE GUARANTEED  BY AN ELIGIBLE INSTITUTION
(AS DEFINED BELOW) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE  PROVIDED IN THE SIGNATURE  BOX ON THE LETTER  OF
TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
 
    The  undersigned hereby tenders  to Questor Partners  Fund, L.P., a Delaware
limited partnership, upon the terms and  subject to the conditions set forth  in
the  Offer to Purchase, dated April 19,  1996 (the "Offer to Purchase"), and the
related Letter of  Transmittal (which, as  amended from time  to time,  together
constitute  the "Offer"), receipt  of each of which  is hereby acknowledged, the
number of  New  Shares  specified  below pursuant  to  the  guaranteed  delivery
procedures described in Section 2 of the Offer to Purchase.
 
<TABLE>
<S>                                          <C>
Number of New Shares:                               Name(s) of Record Holder(s):
Certificate Nos. (if available):                            Please Print
Check ONE box if New Shares will be                         Address(es):
tendered by book-entry transfer:
/ / The Depository Trust Company                              Zip Code
/ / Midwest Securities Trust Company                   Area Code and Tel. No.:
Account Number:                                             Signature(s):
Dated: , 1996
</TABLE>
 
                                       2
<PAGE>
                                   GUARANTEE
                   (NOT TO BE USED FOR SIGNATURE GUARANTEES)
 
    The  undersigned, a  participant in  the Security  Transfer Agents Medallion
Program, the New York  Stock Exchange Medallion Signature  Program or the  Stock
Exchange  Medallion  Program  (each,  an  "Eligible  Institution"),  hereby  (a)
represents that the tender of shares effected hereby complies with Rule 14e-4 of
the Securities Exchange Act of 1934, as amended, and (b) guarantees delivery  to
the  Depositary,  at  one of  its  addresses  set forth  above,  of certificates
evidencing the  New Shares  tendered  hereby in  proper  form for  transfer,  or
confirmation  of book-entry  transfer of such  New Shares  into the Depositary's
accounts at  The  Depository  Trust  Company or  the  Midwest  Securities  Trust
Company,  in each case with  delivery of a properly  completed and duly executed
Letter of  Transmittal  (or  facsimile  thereof)  with  any  required  signature
guarantees, or an Agent's Message (as defined in the Offer to Purchase), and any
other  documents required  by the Letter  of Transmittal, within  three New York
Stock Exchange, Inc. trading days after  receipt of New Shares by the  tendering
shareholder  pursuant to  the Plan  or, if  later, within  three New  York Stock
Exchange, Inc.  trading days  after the  date  of execution  of this  Notice  of
Guaranteed Delivery.
 
    The  Eligible  Institution that  completes  this form  must  communicate the
guarantee to the Depositary and must  deliver the Letter of Transmittal (or,  in
the  case of book-entry procedures, an Agent's Message) and certificates for New
Shares to the Depositary within the time  period shown herein. Failure to do  so
could result in financial loss to such Eligible Institution.
 
<TABLE>
<S>                                          <C>
                                    Name of             Authorized Signature
                                       Firm                     Title
                                    Address                     Name:
                                                            Please Print
                                   Zip Code                 Date: , 1996
                    Area Code and Tel. No.:
</TABLE>
 
     NOTE: DO NOT SEND CERTIFICATES FOR NEW SHARES WITH THIS NOTICE. SHARE
          CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
 
                                       3

<PAGE>
            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES  FOR  DETERMINING  THE  PROPER  IDENTIFICATION  NUMBER  TO  GIVE  THE
PAYER.--Social Security numbers have nine digits separated by two hyphens:  i.e.
000-00-000.  Employer identification numbers have  nine digits separated by only
one hyphen: i.e. 00-0000000. The table  below will help determine the number  to
give the payer.
 
- - - - ----------------------------------------------
 
<TABLE>
<CAPTION>
                                        GIVE THE NAME AND
FOR THIS TYPE OF ACCOUNT:               SOCIAL SECURITY
                                        NUMBER OF--
 
<C>        <S>                          <C>
      ----------------------------------------------------------
       1.  An individual's account      The individual
 
       2.  Two or more individuals      The actual owner of the
           (joint account)              account or, if combined
                                        funds, the first
                                        individual on the
                                        account(1)
 
       3.  Husband and wife (joint      The actual owner of the
           account)                     account or, if joint
                                        funds, either person(1)
 
       4.  Custodian account of a       The minor(2)
           minor (Uniform Gift to
           Minors Act)
 
       5.  Adult and minor (joint       The adult or, if the
           account)                     minor is the only
                                        contributor, the
                                        minor.(1)
 
       6.  Account in the name of       The ward, minor, or
           guardian or committee for a  incompetent person(3)
           designated ward, minor, or
           incompetent person
 
       7.  a.   The   usual  revocable  The grantor-trustee(1)
              savings  trust   account
              (grantor is also
              trustee)
 
           b. So-called trust account   The actual owner(1)
              that is not a legal or
              valid trust under State
              law
 
       8.  Sole proprietorship account  The owner(4)
</TABLE>
 
- - - - ----------------------------------------------------------
 
- - - - ----------------------------------------------------------
 
<TABLE>
<CAPTION>
                                        GIVE THE NAME AND
                                        EMPLOYER
FOR THIS TYPE OF ACCOUNT:               IDENTIFICATION
                                        NUMBER OF--
<C>        <S>                          <C>
       ----------------------------------------------------------
       9.  A valid trust, estate, or    Legal entity (Do not
           pension trust                furnish the identifying
                                        number of the personal
                                        representative or trustee
                                        unless the legal entity
                                        itself is not designated
                                        in the account title).(5)
 
      10.  Corporate account            The corporation
 
      11.  Religious, charitable, or    The organization
           educational organization
           account
 
      12.  Partnership account held in  The partnership
           the name of the business
 
      13.  Association, club, or other  The organization
           tax-exempt organization
 
      14.  A broker or registered       The broker or nominee
           nominee
 
      15.  Account with the Department  The public entity
           of Agriculture in the name
           of a public entity (such as
           a State or local
           government, school
           district, or prison) that
           receives agricultural
           program payments
 
      16.  Sole Proprietorship account  The owner(4)
</TABLE>
 
- - - - ----------------------------------------------
 
(1) List first and circle the name of the person whose number you furnish.
 
(2) Circle the minor's name and furnish the minor's social security number.
 
(3) Circle  the ward's,  minor's or incompetent  person's name  and furnish such
    person's social security number.
 
(4) Show the name of the owner.
 
(5) List first and circle the name of the legal trust, estate, or pension trust.
 
NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.
<PAGE>
               GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                            NUMBER ON SUBSTITUTE FORM W-9
                                       PAGE 2
 
OBTAINING A NUMBER
 
If you  don't have  a taxpayer  identification  number or  you don't  know  your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4,  Application for  Employer Identification  Number (for  businesses and all
other entities) at the local office of the Social Security Administration or the
Internal Revenue Service and apply for a number.
 
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
 
The following is a list of payees  exempt from backup withholding and for  which
no  information reporting  is required. For  interest and  dividends, all listed
payees are exempt  except item (9).  For broker transactions,  payees listed  in
items (1) through (13) and a person registered under the Investment Advisers Act
of 1940 who regularly acts as a broker are exempt. Payments subject to reporting
under  sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except a corporation  that
provides  medical and  health care services  or bills and  collects payments for
such services is not  exempt from backup  withholding or information  reporting.
Only  payees  described  in  items  (2)  through  (6)  are  exempt  from  backup
withholding for barter exchange transactions, patronage dividends, and  payments
by certain fishing boat operators.
 
      A corporation.       (1)
 
                           (2)
      An organization exempt from tax under section 501(a),
      or an IRA, or a custodial account under section 403(b)(7).
 
                           (3)
      The United States or any of its agencies or
      instrumentalities.
 
                           (4)
      A    state,   the   District   of    Columbia,   a   possession   of   the
      United   States,   or   any    of   their   political   subdivisions    or
      instrumentalities.
 
                           (5)
      A foreign government or any of its political
subdivisions, agencies, or instrumentalities.
 
                           (6)
      An    international   organization    or   any   of    its   agencies   or
      instrumentalities.
 
                           (7)
      A foreign central bank of issue.
 
                           (8)
      A dealer in securities or commodities required to
register in the United States or a possession of the United States.
 
                           (9)
      A futures commission merchant registered with the
      Commodity Futures Trading Commission.
 
                          (10)
      A real estate investment trust.
 
                          (11)
      An   entity   registered    at   all   times    during   the   tax    year
      under the Investment Company Act of 1940.
 
                          (12)
      A common trust fund operated by a bank under
      section 584(a).
 
                          (13)
      A financial institution.
 
                          (14)
      A middleman known in the investment community as a
      nominee  or listed in the most  recent publication of the American Society
      of Corporate Secretaries, Inc., Nominee List.
 
                          (15)
      A   trust   exempt   from   tax    under   section   664   or    described
      in section 4947.
 
Payments  of dividends and  patronage dividends generally  not subject to backup
withholding include the following:
 
- - - - -   Payments to nonresident aliens subject to withholding
    under section 1441.
 
- - - - -   Payments to partnerships not engaged in a trade or
business in the United States and that have at least one nonresident partner.
 
- - - - -   Payments of patronage dividends not paid in money.
 
- - - - -   Payments made by certain foreign organizations.
 
Payments of interest  generally not  subject to backup  withholding include  the
following:
 
- - - - -   Payments of interest on obligations issued by
    individuals.
 
NOTE: THE PAYEE MAY BE SUBJECT TO BACKUP WITHHOLDING IF THIS INTEREST IS $600 OR
MORE  AND IS PAID IN THE COURSE OF YOUR  TRADE OR BUSINESS AND THE PAYEE HAS NOT
PROVIDED HIS OR HER CORRECT TIN TO YOU.
 
- - - - -   Payments of tax-exempt interest (including
exempt-interest dividends under section 852).
 
- - - - -   Payments described in section 6049(b)(5) to nonresident
    aliens.
 
- - - - -   Payments on tax-free covenant bonds under
    section 1451.
 
- - - - -   Payments made by certain foreign organizations.
 
- - - - -   Mortgage interest paid to you.
 
Payments that are not subject to  information reporting are also not subject  to
backup  withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.
 
For more information on backup withholding and your requirements, get Pub. 1679,
A Guide to Backup Withholding, and Pub. 1281, Backup Withholding on Missing  and
Incorrect TINs.
 
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest,
or  other payments  to give taxpayer  identification numbers to  payers who must
report the payments to  IRS. IRS uses the  numbers for identification  purposes.
Payers  must be given the numbers whether or not recipients are required to file
tax returns. Beginning January  1, 1984, payers must  generally withhold 20%  of
taxable  interest, dividend, and certain other payments  to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may  also
apply.
 
PENALTIES
                           (1)
      PENALTY FOR FAILURE TO FURNISH TAXPAYER
IDENTIFICATION  NUMBER--If  you  fail to  furnish  your  taxpayer identification
      number to a  payer, you  are subject  to a penalty  of $50  for each  such
      failure  unless your failure is due to reasonable cause and not to willful
      neglect.
 
                           (2)
      FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST
PAYMENTS--If you  fail to  include  any portion  of  an includible  payment  for
      interest,  dividends, or patronage dividends in gross income, such failure
      will be  treated as  being due  to negligence  and will  be subject  to  a
      penalty  of 5%  on any  portion of  an under-payment  attributable to that
      failure unless there is clear and convincing evidence to the contrary.
 
                           (3)
      CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO
      WITHHOLDING--If you make a false statement with no reasonable basis  which
      results  in  no imposition  of backup  withholding, you  are subject  to a
      penalty of $500.
 
                           (4)
      CRIMINAL PENALTY FOR FALSIFYING
INFORMATION.--Falsifying certifications  or  affirmations  may  subject  you  to
      criminal penalties including fines and/or imprisonment.
 
FOR  ADDITIONAL INFORMATION CONTACT YOUR TAX  CONSULTANT OR THE INTERNAL REVENUE
SERVICE

<PAGE>
For Immediate Release                                     Contact:  Harry Savage
                                                                    212-371-2200
 
                    QUESTOR PARTNERS FUND MAKES TENDER OFFER
                    FOR WHEN-ISSUED SHARES OF ANACOMP, INC.
 
    SOUTHFIELD,  Mich., April  19, 1996--Questor Partners  Fund, L.P., announced
today that it is making a tender offer for up to 44 percent of the common shares
of Anacomp,  Inc.,  Atlanta,  Ga.,  to  be  issued  when  Anacomp  emerges  from
bankruptcy proceedings next month.
 
    Questor's  offer, at  $7.75 per  share, is  for up  to 4.4  million of those
shares that  will  be  issued  to Anacomp  debtholders  after  approval  of  its
reorganization  plan. Under  the plan,  all presently  outstanding Anacomp stock
will be cancelled. Consummation of the reorganization is expected in late May.
 
    Anacomp, which sought Chapter 11  bankruptcy protection in January 1996,  is
the world's leading full-service provider of micrographics for data storage. The
company,  which operates  45 data  service centers  nationwide, had  fiscal 1995
revenues of $591 million.
 
    Questor Management  Company, headquartered  in Southfield,  manages  Questor
Partners  Fund, which  was created  to acquire  and turn  around underperforming
companies. The fund's principals are private investors Dan W. Lufkin, co-founder
of Donaldson,  Lufkin &  Jenrette (DLJ);  Melvyn N.  Klein, a  merchant  banker,
attorney  and former senior executive of DLJ; Edward L. Scarff, former president
of Transamerica Corporation; and Jay Alix, founder and a principal of Jay Alix &
Associates, a nationally  recognized firm of  corporate turnaround managers  and
restructuring advisors.

<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO  SELL NEW SHARES.  THE OFFER IS MADE  SOLELY BY THE  OFFER TO PURCHASE DATED
 APRIL 19, 1996, AND THE RELATED LETTER  OF TRANSMITTAL, AND IS NOT BEING  MADE
 TO  (NOR WILL TENDERS BE ACCEPTED FROM OR  ON BEHALF OF) HOLDERS OF NEW SHARES
 IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF
 WOULD NOT  BE  IN COMPLIANCE  WITH  THE LAWS  OF  SUCH JURISDICTION.  IN  ANY
  JURISDICTIONS  WHERE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO
  BE MADE BY A  LICENSED BROKER OR  DEALER, THE OFFER SHALL  BE DEEMED TO  BE
   MADE  ON BEHALF OF THE PURCHASER BY SALOMON BROTHERS INC ("SALO   MON") OR
   ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF  SUCH
                                 JURISDICTION.
 
                      NOTICE OF OFFER TO PURCHASE FOR CASH
                     UP TO 4,400,000 SHARES OF COMMON STOCK
               IF AND WHEN SUCH SHARES ARE ISSUED PURSUANT TO THE
                 SECOND AMENDED JOINT PLAN OF REORGANIZATION OF
                 ANACOMP, INC. AND CERTAIN OF ITS SUBSIDIARIES
 
                                       OF
 
                                 ANACOMP, INC.
                                       AT
                              $7.75 NET PER SHARE
                                       BY
 
                          QUESTOR PARTNERS FUND, L.P.
 
    Questor   Partners  Fund,   L.P.,  a   Delaware  limited   partnership  (the
"Purchaser"), is offering to  purchase up to 4,400,000  shares of Common  Stock,
par  value  $.01 per  share (the  "New  Shares"), of  Anacomp, Inc.,  an Indiana
corporation (the "Company"), if and when such shares are issued pursuant to  the
Second  Amended Joint Plan of Reorganization of Anacomp, Inc. and Certain of its
Subsidiaries (the "Plan") at a price of  $7.75 per New Share, net to the  seller
in  cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April  19, 1996  (the "Offer to  Purchase"), and  in the  related
Letter  of  Transmittal  (which,  together with  any  amendments  or supplements
thereto, collectively constitute the "Offer").
 
    THE OFFER APPLIES ONLY TO THE SHARES OF COMMON STOCK OF ANACOMP, INC. TO  BE
ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE PURCHASER
WILL  NOT ACCEPT TENDERS OF  SHARES OF COMMON STOCK  OF ANACOMP, INC. ISSUED AND
OUTSTANDING ON  OR PRIOR  TO THE  EFFECTIVE DATE  (AS DEFINED  IN THE  OFFER  TO
PURCHASE).
 
    THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON
 THURSDAY, MAY 16, 1996, UNLESS THE OFFER IS EXTENDED.
 
    The  Offer is conditioned upon, among  other things, (i) there being validly
tendered and not withdrawn  1,500,000 New Shares, (ii)  the Confirmation of  the
Plan (as defined in the Offer to Purchase), (iii) the Purchaser being satisfied,
in  its sole discretion, with  the terms and conditions  of the securities to be
issued pursuant  to  the  Plan, with  the  terms  and conditions  of  all  other
securities  of  the Company  expected  to be  outstanding  immediately following
consummation of the Plan  and with the articles  of incorporation and bylaws  of
the  Company, (iv) the  Purchaser being satisfied, in  its sole discretion, that
Chapter 42 of the Indiana Business Corporation Law (the "IBCL") is  inapplicable
to  the acquisition of the  New Shares pursuant to  the Offer, (v) the Purchaser
being satisfied, in its  sole discretion, that  Chapter 43 of  the IBCL will  be
inapplicable  to the Purchaser following its  acquisition of New Shares pursuant
to the Offer, (vi) the Purchaser  being satisfied, in its sole discretion,  that
the  Company's currently outstanding rights (the "Rights") have been redeemed or
are otherwise inapplicable to the Offer, (vii) the expiration or termination  of
all  waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act
of
<PAGE>
1976, as amended,  and the  regulations thereunder, (viii)  the Purchaser  being
satisfied,  in its sole discretion, that there have not been, and there will not
be, any material changes to the Plan, and (ix) the other conditions described in
the Offer to Purchase.
 
    For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment New Shares properly tendered to  the Purchaser and not withdrawn as,  if
and  when  the  Purchaser  gives  oral  or  written  notice  to  Chemical Mellon
Shareholder Services, L.L.C.  (the "Depositary") of  the Purchaser's  acceptance
for  payment of such New Shares. Upon the terms and subject to the conditions of
the Offer, payment  for New Shares  accepted for payment  pursuant to the  Offer
will  be made  by deposit  of the purchase  price therefor  with the Depositary,
which will act as agent for tendering shareholders for the purpose of  receiving
payment  from the Purchaser and  transmitting payment to tendering shareholders.
In all cases, payment for New Shares accepted for payment pursuant to the  Offer
need  not be made before receipt by  the Depositary of (a) certificates for such
New Shares (or  timely confirmation of  book-entry transfer of  such New  Shares
into  the Depositary's account at a  Book-Entry Transfer Facility (as defined in
the Offer to Purchase) as described in Section 2 of the Offer to Purchase),  (b)
a  properly  completed and  duly executed  Letter  of Transmittal  (or facsimile
thereof) with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase)) and (c)  any
other  documents required by  the Letter of  Transmittal. Under no circumstances
will interest be paid on the purchase price of the New Shares by the  Purchaser,
regardless of any extension of the Offer or any delay in making such payment.
 
    Except  as otherwise provided below, tenders  of New Shares are irrevocable.
New Shares tendered pursuant to the Offer may be withdrawn at any time prior  to
the  date  of  expiration of  the  Offer, as  extended  from time  to  time (the
"Expiration  Date"),  and,  unless  theretofore  accepted  for  payment  by  the
Purchaser  pursuant to the  Offer, may also  be withdrawn at  any time after the
Expiration Date. In addition,  unless previously accepted  for payment and  paid
for,  New Shares may be withdrawn  at any time on or  after June 18, 1996. For a
withdrawal to be  effective, a  written, telegraphic  or facsimile  transmission
notice  of withdrawal must  be timely received  by the Depositary  at one of its
addresses set forth on the back cover of the Offer to Purchase and must  specify
the  name of  the persons having  tendered the  New Shares to  be withdrawn, the
number of New Shares to  be withdrawn and the name  of the registered holder  of
the  New Shares to  be withdrawn, if different  from the name  of the person who
tendered the New Shares. If certificates  for New Shares have been delivered  or
otherwise  identified to the Depositary, then,  prior to the physical release of
such certificates,  the  serial  numbers  shown on  such  certificates  must  be
submitted to the Depositary and, unless such New Shares have been tendered by an
Eligible  Institution (as defined  in Section 2  of the Offer  to Purchase), the
signature on  the  notice  of  withdrawal must  be  guaranteed  by  an  Eligible
Institution.  If New Shares  have been delivered pursuant  to the procedures for
book-entry transfer as  set forth in  Section 2  of the Offer  to Purchase,  any
notice of withdrawal must also specify the name and number of the account at the
appropriate  Book-Entry Transfer Facility to be  credited with the withdrawn New
Shares and otherwise comply with such Book-Entry Transfer Facility's procedures.
Withdrawals of tenders of New  Shares may not be  rescinded, and any New  Shares
properly  withdrawn  will  thereafter be  deemed  not validly  tendered  for any
purposes of the Offer. However, withdrawn New Shares may be retendered by  again
following  one of the procedures described in Section 2 of the Offer to Purchase
at any time  prior to  the Expiration  Date. All questions  as to  the form  and
validity (including time of receipt) of notices of withdrawal will be determined
by  the Purchaser in its sole discretion,  which determination will be final and
binding.
 
    In addition, all  New Shares tendered  and not otherwise  withdrawn will  be
deemed  to have been withdrawn  and will be returned  to shareholders if (i) the
Plan is amended  so as to  result in fewer  New Shares being  issued per  $1,000
principal  amount of Securities  (as defined in  the Offer to  Purchase) than is
currently contemplated  by the  Plan or  (ii)  the Offer  expires prior  to  the
Effective  Date  of the  Plan  (as defined  in the  Offer  to Purchase)  and the
Effective Date  of the  Plan  does not  occur on  or  before the  twentieth  day
following the Expiration Date.
 
    THE  PURCHASER CURRENTLY EXPECTS THE OFFER  TO EXPIRE PRIOR TO THE EFFECTIVE
DATE OF THE PLAN, IN WHICH CASE TENDERS MAY ONLY BE MADE THROUGH COMPLIANCE WITH
THE GUARANTEED  DELIVERY PROCEDURES  SET  FORTH IN  THE  OFFER TO  PURCHASE  AND
PAYMENT  FOR NEW SHARES WILL NEED NOT BE  MADE UNTIL AFTER THE EFFECTIVE DATE OF
THE PLAN.
 
    The Purchaser expressly reserves the right,  in its sole discretion, at  any
time  or from time  to time, to (i)  extend the period of  time during which the
Offer is  open  by giving  oral  or written  notice  of such  extension  to  the
Depositary  and (ii)  amend the  Offer in  any other  respect by  giving oral or
written notice of such  amendment to the Depositary,  except that THE  PURCHASER
WILL NOT WAIVE THE CONDITION TO THE OFFER RELATING TO CONFIRMATION OF THE PLAN.
 
    The  information required to  be disclosed by  paragraph (e)(1)(vii) of Rule
14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the
Offer to Purchase and is incorporated herein by reference.
<PAGE>
    A request is being made to the Company  for use of its lists of persons  who
are  prospective holders of the New Shares to be issued pursuant to the Plan and
security position listings for the purpose of disseminating the Offer. The Offer
to Purchase, the related Letter of Transmittal and other relevant materials will
be mailed  to  prospective holders  of  New Shares,  and  will be  furnished  to
brokers, dealers, banks, trust companies and similar persons whose names, or the
names  of  whose nominees,  appear on  the  lists of  holders of  Securities (as
defined in  the  Offer  to Purchase),  or,  if  applicable, who  are  listed  as
participants  in a clearing  agency's security position  listing, for subsequent
transmittal to beneficial owners of Securities.
 
    THE OFFER  TO  PURCHASE AND  THE  LETTER OF  TRANSMITTAL  CONTAIN  IMPORTANT
INFORMATION  THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
 
    Questions and requests for  copies of the Offer  to Purchase, the Letter  of
Transmittal  and other tender offer documents may be directed to the Information
Agent or the Dealer Manager, as set forth below, and copies will be furnished at
the Purchaser's expense.  No fees  or commissions  will be  payable to  brokers,
dealers or other persons other than the Dealer Manager for soliciting tenders of
New Shares pursuant to the Offer.
 
                    THE INFORMATION AGENT FOR THE OFFER IS:
                             D.F. KING & CO., INC.
                                77 WATER STREET
                            NEW YORK, NEW YORK 10005
                        (212) 269-5550 (CALL COLLECT) OR
                           (800) 290-6428 (TOLL FREE)
 
                        THE DEPOSITARY FOR THE OFFER IS:
                  CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
 
<TABLE>
<S>                               <C>                               <C>
            BY MAIL:
          P.O. Box 817                 BY OVERNIGHT DELIVERY:                   BY HAND:
        Midtown Station               120 Broadway, 13th Floor          120 Broadway, 13th Floor
    New York, New York 10018          New York, New York 10271          New York, New York 10271
   Attention: Reorganization         Attention: Reorganization         Attention: Reorganization
           Department                        Department                        Department
</TABLE>
 
                      THE DEALER MANAGER FOR THE OFFER IS:
 
                              SALOMON BROTHERS INC
                            SEVEN WORLD TRADE CENTER
                            NEW YORK, NEW YORK 10048
                         (212) 783-3957 (CALL COLLECT)
 
April 19, 1996


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission