UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
Anacomp, Inc. (ANCO)
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
CUSIP No. 032371106
(CUSIP Number)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(212) 529-6612
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 7, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting benefi-
cial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and
for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
00
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
3,737,449
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,675,383
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,675,383
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
34.0%.
14 Type of Reporting Person*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
00
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
55,965
8 Shared Voting Power
3,737,449
9 Sole Dispositive Power
55,965
10 Shared Dispositive Power
4,675,383
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,731,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
34.4%.
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Schedule 13D was initially filed on June
13, 1996 (collectively, with all amendments thereto, the
"Schedule 13D") by (i) Magten Asset Management Corp., a
Delaware corporation ("Magten") with respect to the
shares of Common Stock beneficially owned by investment
advisory clients of Magten (the "Investment Advisory
Shares"), and (ii) Talton R. Embry ("Embry"; together
with Magten, the "Filing Persons"). The Schedule 13D is
hereby amended by this Amendment No. 4 as follows:
Item 3. Source and Amount of Funds or Other Consider-
ation.
Item 3 as reported on Schedule 13D is hereby
amended and supplemented by the addition of the follow-
ing:
The net investment cost for the 1,786,632 shares
received by Magten's advisory clients upon exercise of
1,692,587 Rights <1> in the Company's Rights Offering is
$12,283,095, for the 14,687 shares received by four
pension trusts, as defined in Item 5(b) (the "Pension
Trusts") upon the exercise of 13,918 Rights is
$100,973.12 and for the 1,589 shares of Common Stock
received by Embry's minor children upon exercise of 1,503
Rights is $10,924.375. The consideration was obtained
from the working capital of the accounts managed by
Magten, the working capital of the Pension Trusts, and
the personal funds of Embry's minor children. 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 deter-
mine 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 5 as reported on Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) Magten has beneficial ownership of an
aggregate 4,675,383 shares of Common Stock of the
Company. Magten may be deemed to be the beneficial owner
of 34.0% of a total of 13,736,614 shares of Common Stock
disclosed by the Company as outstanding at the
conclusion of the Rights Offering. All of these shares
of Common Stock are beneficially owned by investment
advisory clients of Magten (collectively, the "Investment
Advisory Shares"). Magten has shared voting power (with
its investment advisory clients and Embry) with respect
to 3,737,449 of the shares of Common Stock owned by these
clients and shared dispositive power (with its investment
advisory clients and Embry) with respect to the 4,675,383
shares of Common Stock owned by these clients.
<1> Each right allowed the holder to purchase one share
of Common Stock, and should other Rights go unexercised,
allowed the holder to purchase up to two additional
shares of Common Stock.
PAGE
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Magten may be deemed to be the beneficial
owner of the Investment Advisory Shares. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act
of 1934, Magten hereby declares that the filing of this
Schedule 13D shall not be construed as an admission that
it is the beneficial owner of these shares.
(b) Embry, as sole stockholder and a Managing
Director of Magten, may be deemed to beneficially own all
the shares of Common Stock beneficially owned by Magten,
as described in Item 5(a) above.
Embry, as trustee of four pension trusts
for the benefit of current and former employees of Magten
including himself (the "Pension Trusts"), also has sole
voting and dispositive power with respect to 53,349
shares of Common Stock owned by such trusts (collective-
ly, the "Pension Trust Shares").
Embry, has sole voting and dispositive
power with respect to 2,616 shares of Common Stock held
by his minor children (collectively, the "Family
Shares").
The shares described in Item 5(a) as
beneficially owned by Magten with respect to which Embry
may be deemed a beneficial owner, together with the
additional shares described in this Item 5(b) with
respect to which Embry may also be deemed a beneficial
owner, aggregate 4,731,348 shares of Common Stock and
constitute approximately 34.4% of the 13,736,614 shares
of Common Stock disclosed by the Company as outstanding.
Pursuant to Rule 13d-4, Embry hereby
declares that the filing of this Schedule 13D shall not
be construed as an admission that he is the beneficial
owner of the Investment Advisory Shares, the Pension
Trust Shares (to the extent such shares exceed his and
his wife's pro rata interest as beneficiaries of such
trusts) or the Family Shares.
(c) All transactions in the Common Stock on
behalf of Magten advisory clients since the last filing
of Schedule 13D are disclosed on Exhibit A, and all
transactions in the Common Stock on behalf of the Pension
Trusts and Embry's minor children are disclosed on
Exhibit B.
(d) The beneficial owners of the Investment
Advisory Shares have the right to receive and the power
to direct the receipt of dividends from, or the proceeds
from the sale of such shares. The following investment
advisory clients of Magten have such an interest with
respect to more than five percent of the shares of Common
Stock: General Motors Employees Domestic Group Pension
Trust, Bankers Trust as Trustee for the Hughes Master
Retirement Trust, and Los Angeles Fire and Police Pension
Systems - Fund 2525. The beneficiaries of the Pension
Trusts and Embry's minor children have the right to
receive dividends from or proceeds from the sale of the
Pension Trust Shares and Family Shares, respectively.
(e) Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: November 15, 1996
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
Talton R. Embry
Managing Director
/s/ Talton R. Embry
Talton R. Embry
PAGE
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EXHIBIT A
TRANSACTIONS IN COMMON STOCK
ON BEHALF OF INVESTMENT ADVISORY CLIENTS
Date of No. of Price Per
Transaction* Shares Share
10/21/96 1,786,632 $6.875
* These shares were received upon exercise of Rights
as described in the Company's Registration Statement
filed with the Securities and Exchange Commission on
September 19, 1996. The Company gave shareholders
notification of the award of shares in the Rights
Offering on November 7, 1996.
PAGE
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EXHIBIT B
TRANSACTIONS IN COMMON STOCK
ON BEHALF OF PENSION TRUSTS
AND EMBRY'S MINOR CHILDREN
Date of No. of Price Per
Transaction* Shares Share
10/21/96 14,687 $6.875
10/21/96 1,589 $6.875
* These shares were received upon exercise of Rights
as described in the Company's Registration Statement
filed with the Securities and Exchange Commission on
September 19, 1996. The Company gave shareholders
notification of the award of shares in the Rights
Offering on November 7, 1996.
