UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Anacomp, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
CUSIP No. 032371106
(CUSIP Number)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(212) 529-6612
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting benefi-
cial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and
for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
0
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
2,208,603.20
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,888,111.20
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,888,111.20
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
28.9%
14 Type of Reporting Person*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
0
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
39,680.80
8 Shared Voting Power
2,208,603.20
9 Sole Dispositive Power
39,680.80
10 Shared Dispositive Power
2,888,111.20
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,927,792
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Schedule 13D was initially filed on June
13, 1996 (collectively, with all amendments thereto, the
"Schedule 13D") by (i) Magten Asset Management Corp., a
Delaware corporation ("Magten") with respect to the
shares of Common Stock beneficially owned by investment
advisory clients of Magten (the "Investment Advisory
Shares"), and (ii) Talton R. Embry ("Embry"; together
with Magten, the "Filing Persons"). The Schedule 13D is
hereby amended by this Amendment No. 1 as follows:
Item 3. Source and Amount of Funds or Other Consider-
ation.
Item 3 as reported on Schedule 13D is hereby
amended and restated in its entirety
as follows:
Pursuant to the Company's Third Amended Plan of
Reorganization, which became effective on May 20, 1996,
on June 4, 1996, Magten acquired beneficial ownership of
2,853,111.20 shares of Common Stock and Embry acquired
beneficial ownership of 39,680.80 shares of Common Stock
(collectively the "Shares"), and of $49,362,570.55 and
$686,529.95 of new 13% Senior Subordinated Notes due June
4, 2002, respectively, in exchange for a total of
$70,350,000 principal amount of the Company's 15% Senior
Subordinated Notes due November 1, 2000. On behalf of
certain investment advisory clients, Magten purchased an
additional 35,000 shares on a when-issued basis on May
30, 1995. The net investment cost for the 15% Senior
Subordinated Notes and the when-issued shares is
$52,446,982. The consideration was obtained from the
working capital of the accounts managed by Magten. The
shares of Common Stock held by one investment advisory
client are held in a margin account. Such margin account
is maintained at Bear Stearns & Co. and may from time to
time have debit balances. Because other securities are
held in the margin account, it is not possible to
determine the amounts, if any, of margin used with
respect to the shares of Common Stock purchased or sold.
Currently, the interest rate charged on such margin
account is 6.25%.
Item 5. Interest in Securities of the Issuer.
Item 3(d) as reported on Schedule 13D is
hereby amended and restated in its entirety as follows:
(a) The beneficial owners of the Investment
Advisory Shares have the right to receive and the power
to direct the receipt of dividends from, or the proceeds
from the sale of such shares. The following investment
advisory clients of Magten have such an interest with
respect to more than five percent of the shares of Common
Stock: General Motors Employees Domestic Group Pension
Trust, Bankers Trust as Trustee for the Hughes Master
Retirement Trust, and Los Angeles Fire and Police Pension
Systems - Fund 2525. The beneficiaries of the Pension
Trusts and Embry's minor children have the right to
receive dividends from or proceeds from the sale of the
Pension Trust Shares and Family Shares, respectively.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: June 21, 1996
MAGTEN ASSET MANAGEMENT CORPORATION
By: /s/ Talton R. Embry
Talton R. Embry
Managing Director
/s/ Talton R. Embry
Talton R. Embry
