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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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ANACOMP, INC.
(Name of Subject Company)
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QUESTOR PARTNERS FUND, L.P.
(Bidder)
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Common Stock, Par Value $.01 Per Share
(Title of Classes of Securities)
NOT AVAILABLE
(CUSIP Number of Classes of Securities)
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ROBERT E. SHIELDS
MANAGING DIRECTOR
QUESTOR PARTNERS FUND, L.P.
C/O 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)
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COPY TO:
MICHAEL L. COOK, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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CUSIP NO. N/A 14D-1 PAGE 2 OF 6 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
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INTRODUCTION
This Final Amendment to Schedule 14D-1 (the "Schedule 14D-1") relates 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, of Anacomp, Inc. (the "Company"), if and when such shares are issued
pursuant to the Second Amended Joint Plan of Reorganization of the Company and
certain of its subsidiaries (the "New Shares"), 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"), the Supplement to the Offer to Purchase dated May 10, 1996 (the
"Supplement") and in the related Letter of Transmittal (which, together with any
amendments and supplements thereto, collectively constitute the "Offer"). Copies
of the Offer to Purchase, the related Letter of Transmittal and the Supplement
are filed as Exhibits (a)(1), (a)(2) and (a)(9), respectively, to the Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended by adding the following:
On May 17, 1996, the Purchaser issued a press release announcing the
expiration of the Offer and that no shares would be accepted for purchase by the
Purchaser. The text of the press release is contained in Exhibit (a)(12) to the
Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended by adding the following:
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(a)(12) Text of Press Release issued by the Purchaser dated May 17, 1996.
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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
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Name: Robert E. Shields
Title: Managing Director
Date: May 17, 1996
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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(a)(12) Press Release, dated May 17, 1996.......................................................
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EXHIBIT A(12)
[LETTERHEAD OF D.F. KING & CO., INC.]
FOR IMMEDIATE RELEASE
CONTACT:
Thomas Germinario
D.F. King & Co.,
Inc.
(212) 269-5550
QUESTOR ANNOUNCES EXPIRATION
OF ITS TENDER FOR ANACOMP STOCK
SOUTHFIELD, MICHIGAN -- May 17, 1996 -- Questor Partners Fund, L.P.
announced today that its Offer to purchase up to 4,400,000 new shares of common
stock of Anacomp, Inc. for $7.75 per share, if and when such new shares are
issued pursuant to the Second Amended Joint Plan of Reorganization of Anacomp
and certain of its subsidiaries, expired at midnight last night and said that no
shares would be accepted for purchase by Questor. Questor said that it did not
receive adequate assurances from the parties that action would be taken to
exempt Questor's purchase of shares from the takeover provisions of Section 203
of the Delaware General Corporation Law which, as previously announced, had been
a condition to Questor's obligation to purchase the new shares.
