UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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)
October 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*
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
5,291,699
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
6,492,284
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
6,492,284
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
47.4%. See Item 5.
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*
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
72,520
8 Shared Voting Power
5,291,699
9 Sole Dispositive Power
72,520
10 Shared Dispositive Power
6,492,284
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
6,564,804
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
47.8%. See Item 5.
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. 3 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 652,627 transfer-
able rights, as described in the Company's Registration
Statement filed with the Securities and Exchange Commis-
sion on September 19, 1996 (the "Rights;" the "Rights
Offering"), and purchased in the open market on behalf of
certain advisory clients is $1,319,959.98, and for the
1135 Rights purchased in the open market on behalf of
Embry's minor children is $2,553.75. The consideration
was obtained from the working capital of the accounts
managed by Magten 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 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 5 as reported on Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) Magten has beneficial ownership of an
aggregate 2,888,751 shares of Common Stock of the
Company, 1,039,960 Rights received in the Rights Offering
and 652,627 Rights purchased in the open market. Each
Right allows the holder to purchase one share of Common
Stock, and should other Rights go unexercised, allows the
holder to purchase up to two additional shares of Common
Stock.<1> Pursuant to Rule 13d-3(d)(1), Magten may be
deemed to have beneficial ownership of an aggregate of
6,492,284 shares of Common Stock. Pursuant to Rule
13d-3(d)(1), Magten may be deemed to be the beneficial
owner of 47.4% of a total of 13,703,783 shares of Common
Stock (calculated by adding the 10,100,250 shares of
Common Stock disclosed by the Company as outstanding,
plus the 3,603,533 shares of Common Stock
<1> Of the total of 3,636,364 shares to be distributed
pursuant to the Rights Offering, if the Filing Persons
exercised all of their rights in full and no other holder
exercised Rights, Magten on behalf of its advisory
clients would receive 3,603,533 shares of Common Stock,
Embry as trustee of the Pension Trusts as defined in Item
5(b) would receive 29,631 shares of Common Stock, and
Embry's minor children would receive 3,200 shares of
Common Stock.
PAGE
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represented by the Rights held by Magten). All of these
shares of Common Stock are beneficially owned by invest-
ment advisory clients of Magten (collectively, the
"Investment Advisory Shares"). Magten has shared voting
power (with its investment advisory clients and Embry)
with respect to 5,291,699 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 6,492,284 shares of Common Stock owned by these
clients.
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 beneficial-
ly 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 38,662
shares of Common Stock owned by such trusts and 13,918
Rights received in the Rights Offering as described in
the Company's Registration Statement (collectively, the
"Pension Trust Shares"). Pursuant to Rule 13d-3(d)(1),
the Pension Trusts may be deemed to be the beneficial
owners of 68,293 shares of Common Stock.
Embry, has sole voting and investment
power with respect to 1,027 shares of Common Stock, 368
Rights received in the Rights Offering, and 1135 Rights
purchased in the open market held by his minor children
(collectively, the "Family Shares"). Pursuant to Rule
13d-3(d)(1), Embry's minor children may be deemed to be
the beneficial owners of 4,227 shares of Common Stock.
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 6,564,804 shares of Common Stock <1> and
constitute approximately 47.8% of the 13,736,614 shares
of Common Stock (calculated by adding the 10,100,250
shares of Common Stock disclosed by the Company's as
outstanding, plus the 3,636,364 shares of Common Stock
represented by the Rights with respect to which Embry may
be deemed a beneficial owner).
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
<1> Of the total of 3,636,364 shares to be distributed
pursuant to the Rights Offering, if the Filing Persons
exercised all of their rights in full and no other holder
exercised Rights, Magten on behalf of its advisory
clients would receive 3,603,533 shares of Common Stock,
Embry as trustee of the Pension Trusts as defined in Item
5(b) would receive 29,631 shares of Common Stock, and
Embry's minor children would receive 3,200 shares of
Common Stock.
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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) No transactions in Common Stock were
effected by the Filing Persons since the last filing of
Schedule 13D. All transactions in the Rights on behalf
of Magten advisory clients are disclosed on Exhibit A,
and all transactions in the Rights 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: October 18, 1996
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
Talton R. Embry
Managing Director
/s/ Talton R. Embry
Talton R. Embry
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EXHIBIT A
TRANSACTIONS IN RIGHTS
ON BEHALF OF INVESTMENT ADVISORY CLIENTS
No. of Rights
Date of Received ("R") Price Per
Transaction or Purchased ("P") Right
09/18/96 1,039,960R -0-
10/07/96 253,762P $1.665
10/16/96 398,865P $2.25
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EXHIBIT B
TRANSACTIONS IN RIGHTS
ON BEHALF OF PENSION TRUSTS
AND EMBRY'S MINOR CHILDREN
No. of Rights
Date of Received ("R") Price Per
Transaction or Purchased ("P") Right
09/18/96 13,918R -0-
09/18/96 368R -0-
10/16/96 1,135P $2.25
