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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
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 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)
------------------------------
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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3116 SCHEDULE 14D-1
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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
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INTRODUCTION
This Amendment No. 2 to Schedule 14D-1 (as amended, 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 (the "Offer Price"), 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
The response to Item 3 is hereby amended and supplemented as follows:
(a) and (b) The information set forth in Section 3 ("Contacts with the
Company; Background of the Offer") of the Supplement is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended and supplemented as follows:
(b) and (c) The information set forth in Section 5 ("Certain Legal
Matters") of the Supplement is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended and supplemented as follows:
<TABLE>
<S> <C>
(a)(9) Supplement.
(a)(10) Revised Notice of Guaranteed Delivery.
(a)(11) Text of Press Release issued by the Company dated May 10, 1996.
</TABLE>
3
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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
--------------------------------------------
Name: Robert E. Shields
Title: Managing Director
Date: May 10, 1996
4
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<S> <C> <C>
(a)(9) Supplement, dated May 10, 1996..........................................................
(10) Revised Notice of Guaranteed Delivery...................................................
(11) Press Release, dated May 10, 1996.......................................................
</TABLE>
<PAGE>
SUPPLEMENT TO THE OFFER TO PURCHASE DATED APRIL 19, 1996
QUESTOR PARTNERS FUND, L.P.
HAS AMENDED ITS OFFER TO PURCHASE
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
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 (AS DEFINED HEREIN) APPLIES ONLY TO THE SHARES OF COMMON STOCK
("NEW SHARES") OF ANACOMP, INC. (THE "COMPANY") TO BE ISSUED PURSUANT TO AND
SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE OFFER DOES NOT APPLY TO
CURRENTLY OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AND QUESTOR PARTNERS
FUND, L.P. (THE "PURCHASER") WILL NOT ACCEPT TENDERS OF SHARES OF COMMON STOCK
OF THE COMPANY ISSUED AND OUTSTANDING PRIOR TO THE EFFECTIVE DATE OF THE PLAN.
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 (AS
DEFINED HEREIN). 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 THE COMPANY 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 NOT BE ABLE 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 PROCEDURES FOR GUARANTEED DELIVERY SET FORTH IN SECTION 2 OF THE
OFFER TO PURCHASE. 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 OF THE OFFER TO
PURCHASE.
IF THE OFFER EXPIRES AFTER THE NEW SHARES HAVE BEEN ISSUED BY THE COMPANY
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 OF THE OFFER TO PURCHASE 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
FACSIMILE THEREOF, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER EFFECTED PURSUANT TO
THE PROCEDURE SET FORTH IN SECTION 2 OF THE OFFER TO PURCHASE, AN AGENT'S
MESSAGE, 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 THEREOF OR DELIVERING SUCH NEW SHARES
PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY TRANSFER SET FORTH IN SECTION 2 OF THE
OFFER TO PURCHASE 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
SUPPLEMENT, THE 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 SUPPLEMENT.
------------------------
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
May 10, 1996
<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
The following information amends and supplements the Offer to Purchase,
dated April 19, 1996 (the "Offer to Purchase"), of Questor Partners Fund, L.P.,
a Delaware limited partnership (the "Purchaser"). 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. (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 its 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, as amended and supplemented by this Supplement, and in
the related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). This
Supplement amends certain of the terms and conditions previously set forth in
the Offer to Purchase. Except as otherwise set forth in this Supplement, the
terms and conditions previously set forth in the Offer to Purchase and the
related Letter of Transmittal remain applicable in all respects to the Offer,
and this Supplement should be read in conjunction with the Offer to Purchase and
the related Letter of Transmittal. Unless the context otherwise requires, terms
not defined herein have the meanings ascribed to them in the Offer to Purchase.
Procedures for tendering New Shares are set forth in Section 2 of the Offer
to Purchase. 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 Section 2 of the
Offer to Purchase. Shareholders tendering pursuant to such guaranteed delivery
procedures should use the revised (pink) Notice of Guaranteed Delivery
circulated with this Supplement. Shareholders tendering certificates
representing New Shares should use the original (blue) Letter of Transmittal
previously circulated with the Offer to Purchase.
Since the date of its Offer, the Purchaser has been advised by
representatives of the Company that, in connection with the Confirmation (as
defined herein) of the Plan, the Company (which is currently incorporated in
Indiana) intends to reincorporate in Delaware by means of a merger with and into
a newly-created, wholly-owned subsidiary of the Company organized in Delaware,
thus removing the Purchaser from the purview of Chapters 42 and 43 of the
Indiana Business Corporation Law (the "IBCL") but potentially subjecting the
Purchaser to the provisions of Section 203 ("Section 203") of the Delaware
General Corporation Law (the "DGCL"). The Purchaser has requested that the
Company take action to render the provisions of Section 203 inapplicable to the
acquisition of New Shares pursuant to the Offer either by including in the
Company's original Delaware certificate of incorporation a provision expressly
electing not to be governed by Section 203 or by the Company's Board of
Directors approving the acquisition of New Shares pursuant to the Offer for
purposes of Section 203 prior to the Purchaser's acquisition of New Shares
pursuant to the Offer. Representatives of the Company have also advised
representatives of the Purchaser that the Company believes that the Rights (as
defined herein) will terminate pursuant to the Plan on the Effective Date of the
Plan and that the Company intends to clarify the same in the confirmation order
confirming the Plan or otherwise. Furthermore, representatives of the Purchaser
have been provided with copies of the Indentures (as defined herein) in the form
in which they were filed with the Bankruptcy Court and are proposed to be
approved at the Confirmation Hearing (as defined herein). The Purchaser has
reviewed these forms and believes them to be acceptable from its perspective.
Based on the foregoing, the Purchaser has amended certain conditions of the
Offer.
The Offer is now conditioned upon (i) there being validly tendered and not
withdrawn prior to the Expiration Date 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
1
<PAGE>
being reasonably satisfied (a) that there are no material changes to the
Indentures from the form in which they were filed with the Bankruptcy Court on
April 29, 1996, (b) that the New Warrants expected to be outstanding immediately
following consummation of the Plan do not contain provisions other than those
which, in the reasonable judgment of the Purchaser, are customarily contained in
warrants generally and (c) that the Articles of Incorporation (or certificate of
incorporation) and Bylaws (as defined herein) of the Company that are expected
to be in effect immediately following the Effective Date of the Plan will not
contain any provisions which, in the reasonable judgment of the Purchaser, would
discriminate against the Offer or the Purchaser, (iv) in the event the Company
is reincorporated under the laws of the State of Delaware and Section 203 is
applicable, the Company taking certain actions to render the provisions of
Section 203 inapplicable to the Purchaser following its acquisition of New
Shares pursuant to the Offer, or, in the event that the Company is not
reincorporated under the laws of the State of Delaware, the Purchaser being
reasonably satisfied that the provisions of Chapter 42 and Chapter 43 of the
IBCL, or any similar provision of any applicable law, will be inapplicable to
the Purchaser following its acquisition of New Shares pursuant to the Offer, (v)
the Purchaser being reasonably satisfied that the Company's currently
outstanding Rights will be redeemed, cancelled or otherwise terminated, and no
such other rights of the Company will be triggered by the Purchaser's
acquisition of New Shares pursuant to the Offer, (vi) 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, (vii) the
Purchaser being reasonably satisfied that prior to the Expiration Date of the
Offer there have not been, and there is no reasonable prospect of there being,
any changes to the Plan that would, in the reasonable judgment of the Purchaser,
materially and adversely affect the Offer, the Company, the Purchaser or the
Purchaser's ability to deal with the Company on the same basis as any other
shareholder of the Company and (viii) the other conditions described below.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE AND
THE RELATED LETTER OF TRANSMITTAL, COPIES OF WHICH MAY BE OBTAINED AT THE
PURCHASER'S EXPENSE IN THE MANNER SET FORTH ON THE BACK COVER OF THIS
SUPPLEMENT. THIS SUPPLEMENT, THE OFFER TO PURCHASE AND THE RELATED LETTER OF
TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE AMENDED TENDER OFFER
1. AMENDED CONDITIONS TO THE OFFER
The discussion of the conditions to the Offer as set forth in "Introduction;
Conditions to the Offer" is hereby amended and restated as follows:
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 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 CURRENTLY
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.
The Purchaser currently holds $5,300,000 of the Notes that it purchased on
March 20, 1996.
THE CONFIRMATION CONDITION. THE OFFER IS ALSO CONDITIONED 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
2
<PAGE>
May 17, 1996 to consider the Confirmation of the Plan (the "Confirmation
Hearing"). If the Purchaser reasonably determines that the other conditions to
the Offer appear reasonably likely to be satisfied, the Purchaser intends to
extend the Offer until the conclusion of the Confirmation Hearing in order for
the Confirmation Condition to be satisfied prior to the Expiration Date.
THE SECURITIES AND CORPORATE DOCUMENTS CONDITION. THE OFFER IS ALSO
CONDITIONED UPON THE PURCHASER BEING REASONABLY SATISFIED (A) THAT THERE ARE NO
MATERIAL CHANGES TO THE INDENTURES (THE "INDENTURES") WITH RESPECT TO THE NEW
SENIOR SUBORDINATED NOTES AND THE 11.625% SENIOR SECURED NOTES DUE 1999 FROM THE
FORM IN WHICH THEY WERE FILED WITH THE BANKRUPTCY COURT ON APRIL 29, 1996, (B)
THAT THE NEW WARRANTS EXPECTED TO BE OUTSTANDING IMMEDIATELY FOLLOWING
CONSUMMATION OF THE PLAN DO NOT CONTAIN PROVISIONS OTHER THAN THOSE WHICH, IN
THE REASONABLE JUDGMENT OF THE PURCHASER, ARE CUSTOMARILY CONTAINED IN WARRANTS
GENERALLY AND (C) THAT THE ARTICLES OF INCORPORATION (OR CERTIFICATE OF
INCORPORATION) AND THE BYLAWS OF THE COMPANY (THE "BYLAWS") THAT ARE EXPECTED TO
BE IN EFFECT IMMEDIATELY FOLLOWING THE EFFECTIVE DATE OF THE PLAN WILL NOT
CONTAIN ANY PROVISIONS WHICH, IN THE REASONABLE JUDGMENT OF THE PURCHASER, WOULD
UNREASONABLY DISCRIMINATE AGAINST THE OFFER OR THE PURCHASER (THE "SECURITIES
AND CORPORATE DOCUMENTS CONDITION").
On April 29, 1996, the Company filed forms of the Indentures with the
Bankruptcy Court, which forms the Purchaser has reviewed and believes to be
acceptable from its perspective. The Purchaser does not expect that the terms
and conditions of the New Warrants to be issued pursuant to the Plan, the
Articles of Incorporation (or certificate of incorporation) or the Bylaws will
be finalized until the date of the Confirmation Hearing.
THE BUSINESS COMBINATION CONDITION. THE OFFER IS ALSO CONDITIONED UPON, IN
THE EVENT THAT THE COMPANY IS REINCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE AND SECTION 203 IS APPLICABLE, EITHER (A) THE COMPANY INCLUDING IN ITS
ORIGINAL CERTIFICATE OF INCORPORATION A PROVISION EXPRESSLY ELECTING NOT TO BE
GOVERNED BY SECTION 203 OR (B) THE COMPANY'S BOARD OF DIRECTORS APPROVING THE
ACQUISITION OF NEW SHARES PURSUANT TO THE OFFER FOR PURPOSES OF SECTION 203
PRIOR TO THE PURCHASER'S ACQUISITION OF NEW SHARES PURSUANT TO THE OFFER. IN THE
EVENT THAT THE COMPANY IS NOT REINCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE, THE OFFER IS ALSO CONDITIONED UPON THE PURCHASER BEING REASONABLY
SATISFIED THAT THE PROVISIONS OF CHAPTER 42 AND CHAPTER 43 OF THE IBCL, OR ANY
SIMILAR PROVISION OF ANY APPLICABLE LAW, WILL BE INAPPLICABLE TO THE PURCHASER
FOLLOWING ITS ACQUISITION OF NEW SHARES PURSUANT TO THE OFFER (THE "BUSINESS
COMBINATION CONDITION"). THE PROVISIONS OF CHAPTER 42, CHAPTER 43 AND SECTION
203 ARE DESCRIBED MORE FULLY IN SECTION 15.
In the event that the Company reincorporates under the laws of the State of
Delaware, Section 203 may be applicable to the Purchaser following its
acquisition of New Shares pursuant to the Offer unless the Company includes in
its original certificate of incorporation a provision expressly electing not to
be governed by Section 203 or the Company's Board of Directors approves the
acquisition of New Shares pursuant to the Offer for purposes of Section 203
prior to the Purchaser's acquisition of New Shares. As indicated above, the
Purchaser has been informed that the Company intends to reincorporate under the
laws of the State of Delaware.
In the event that the Company remains incorporated under Indiana law, the
Purchaser will be subject to Chapter 42 and Chapter 43 of the IBCL. 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 DGCL does not contain a control share statute comparable to
Chapter 42.
The Purchaser will be reasonably satisfied that the provisions of Chapter 42
are inapplicable to the acquisition of New Shares pursuant to the Offer if the
Company reincorporates under the laws of the State of Delaware, or, in the event
that the Company remains incorporated under Indiana law, if the Articles of
Incorporation or Bylaws of the Company expressly provide that Chapter 42 does
not apply to control share acquisitions of shares of the Company.
3
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Under the IBCL, Chapter 43 will be applicable to the Purchaser following its
acquisition of New Shares pursuant to the Offer unless either (i) the Board of
Directors of the Company otherwise resolves to the contrary or (ii) the original
Articles of Incorporation expressly provide to the contrary. Chapter 43 is a
business combination statute comparable to Section 203.
The Purchaser will be reasonably satisfied that the provisions of Chapter 43
are inapplicable to the acquisition of New Shares pursuant to the Offer if the
Company reincorporates under the laws of the State of Delaware, or, in the event
that the Company remains incorporated under Indiana law, if the Board of
Directors of the Company approves the Offer in accordance with Chapter 43.
THE RIGHTS CONDITION. THE OFFER IS ALSO CONDITIONED UPON THE PURCHASER
BEING REASONABLY SATISFIED 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, WILL BE REDEEMED, CANCELLED, TERMINATED OR OTHERWISE
INAPPLICABLE TO THE ACQUISITION OF NEW SHARES PURSUANT TO THE OFFER, AND NO
OTHER RIGHTS OF THE COMPANY WILL BE TRIGGERED BY THE PURCHASER'S ACQUISITION OF
NEW SHARES PURSUANT TO THE OFFER (THE "RIGHTS CONDITION").
The Purchaser has been informed by representatives of the Company that the
Company believes that the Rights will terminate pursuant to the Plan on the
Effective Date of the Plan and that the Company intends to clarify the same in
the confirmation order confirming the Plan or otherwise. The Purchaser will deem
the Rights Conditions satisfied if the confirmation order provides that the
Rights will terminate on the Effective Date of the Plan.
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").
The acquisition of New Shares under the Offer may not be consummated until
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 early
termination of the waiting period is granted. If, within the initial 15-day
waiting period, either the Antitrust Division of the Department of Justice (the
"Antitrust Division") or the Federal Trade Commission (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 HSR 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 REASONABLY SATISFIED THAT PRIOR TO THE EXPIRATION DATE OF THE
OFFER THERE HAVE NOT BEEN, AND THERE IS NO REASONABLE PROSPECT OF THERE BEING,
ANY CHANGES TO THE PLAN THAT WOULD, IN THE REASONABLE JUDGMENT OF THE PURCHASER,
MATERIALLY AND ADVERSELY AFFECT THE OFFER, THE COMPANY, THE PURCHASER OR THE
PURCHASER'S ABILITY TO DEAL WITH THE COMPANY ON THE SAME BASIS AS ANY OTHER
SHAREHOLDER OF THE COMPANY (THE "UNCHANGED PLAN CONDITION").
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.
2. PROCEDURE FOR TENDERING NEW SHARES
The discussion set forth in Section 2 of the Offer to Purchase is hereby
supplemented as follows:
A shareholder tendering through compliance with the guaranteed delivery
procedures is required to specify in the Notice of Guaranteed Delivery the
number of New Shares such shareholder desires to tender. As disclosed in the
Disclosure Statement, in addition to any other distributions under the Plan,
pursuant to the Plan holders of Notes are expected to receive approximately
41.12 New Shares for each $1,000 principal amount of Notes held, holders of 9%
Debentures are expected to receive approximately
4
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21.60 New Shares for each $1,000 principal amount of 9% Debentures held and
holders of 13.875% Debentures are expected to receive approximately 22.54 New
Shares for each $1,000 principal amount of 13.875% Debentures held. Tendering
shareholders may estimate the number of New Shares expected to be received
pursuant to the Plan based upon the above information. The Purchaser, however,
cannot take responsibility for the accuracy or completeness of the information
contained in the Disclosure Statement. If any shareholder tenders New Shares
pursuant to the guaranteed delivery procedures set forth in Section 2 of the
Offer to Purchase in good faith reliance on one of the estimated exchange ratios
set forth in the Disclosure Statement (and summarized above) and the actual
exchange ratio upon consummation of the Plan is different from (but within 2%
of) such estimate, then the Purchaser will accept delivery pursuant to the
applicable Notice of Guaranteed Delivery of the appropriately adjusted number of
New Shares.
3. CONTACTS WITH THE COMPANY; BACKGROUND OF THE OFFER
The discussion set forth in Section 11 of the Offer to Purchase is hereby
supplemented as follows:
On April 19, 1996, a representative of the Purchaser contacted the Chief
Executive Officer of the Company and requested a list of persons holding the
Securities for the purpose of disseminating the Offer to prospective holders of
the New Shares. On April 23, 1996, such a list was provided to the Purchaser by
Cadwalader, Wickersham & Taft, counsel to the Company.
At a meeting between representatives of the Purchaser and the Company on
April 25, 1996, the Company informed the Purchaser that it intends to
reincorporate the Company under the laws of the State of Delaware. The DGCL does
not have a control share statute comparable to Chapter 42 of the IBCL. However,
the DGCL does contain, in Section 203, a business combination statute which, if
applicable, is similar in effect to Chapter 43 of the IBCL. The Purchaser
requested at the meeting that the Company either provide in the Company's
original certificate of incorporation a provision expressly electing not to be
governed by Section 203 or that the Board of Directors approve the acquisition
of New Shares pursuant to the Offer for purposes of Section 203 prior to the
Purchaser's acquisition of New Shares pursuant to the Offer. On April 29, 1996,
the Chief Executive Officer of the Company informed a representative of the
Purchaser that the Board of Directors of the Company had formally approved the
reincorporation of the Company under the laws of the State of Delaware.
On May 2, 1996, the Company filed with the Commission a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
Offer, in which the Company stated that on April 28, 1996 the Company's Board of
Directors considered the Offer and determined it in the best interests of the
Company to express no opinion and to remain neutral toward the Offer.
On May 3, 1996, counsel to the Company informed counsel to the Purchaser
that it believes that the Rights will terminate pursuant to the Plan on the
Effective Date of the Plan and that the Company intends to clarify the same in
the confirmation order confirming the Plan or otherwise.
4. AMENDED CONDITIONS OF THE OFFER
Section 14 of the Offer to Purchase is hereby amended and restated in its
entirety as follows:
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 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 Business
Combination Condition shall have been satisfied, (5) the Rights Condition shall
have been satisfied, (6) the Unchanged Plan Condition shall have been satisfied
and (7) 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
5
<PAGE>
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 reasonable
judgment of the Purchaser, might materially adversely affect the Company or
any of its subsidiaries or the Purchaser or any affiliate of the Purchaser
or the value of the New Shares or (vii) in the reasonable 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 reasonable 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 reasonable 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 reasonable 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,
6
<PAGE>
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
reasonable 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
reasonable 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
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 reasonable judgment 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,
7
<PAGE>
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
reasonable discretion; which, in the reasonable 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.
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 reasonable 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 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.
5. CERTAIN LEGAL MATTERS
The discussion set forth in Section 15 of the Offer to Purchase is hereby
amended and supplemented as follows:
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW. The Company may be
subject to the provisions of Section 203 if the Company reincorporates under the
laws of the State of Delaware. In general, Section 203 prohibits a Delaware
corporation from engaging in a "business combination" (as defined below) with an
"interested stockholder" (defined generally as a person that is the beneficial
owner of 15% or more of a corporation's outstanding voting stock) for a period
of three years from the date that such stockholder became an interested
stockholder unless (i) the transaction resulting in a person becoming an
interested stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder; (ii) the interested stockholder acquires 85% or more of the
corporation's outstanding voting stock in the same transaction which resulted in
the stockholder becoming an interested stockholder (excluding shares owned by
officers or directors of the corporation or by certain employee stock ownership
plans); or (iii) on or after the date the person becomes an interested
stockholder, the business combination is approved by the corporation's board of
directors and by at least 66 2/3% of the corporation's outstanding voting stock
not beneficially owned by the interested stockholder.
The restrictions contained in Section 203 do not apply if, among other
things, (i) the corporation's original certificate of incorporation contains a
provision expressly electing not to be governed by Section 203; (ii) the
corporation, by action of its stockholders, adopts an amendment to its
certificate of incorporation or by-laws expressly electing not to be governed by
Section 203, 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
8
<PAGE>
be effective until twelve months after the adoption of such amendment and would
not apply to any business combination between the corporation and any person who
became an interested stockholder of the corporation on or prior to such
adoption; (iii) the corporation does not have a class of voting stock that is
(a) listed on a national securities exchange, (b) authorized for quotation on an
inter dealer quotation system of a registered national securities association or
(c) held by more than 2,000 stockholders; (iv) a stockholder becomes an
interested stockholder inadvertently and (a) as soon as practicable divests
sufficient shares so that the stockholder ceases to be an interested stockholder
and (b) would not, at any time within the three-year period immediately prior to
a business combination between the corporation and such stockholder, have been
an interested stockholder but for the inadvertent acquisition; or (v) the
business combination is proposed prior to the consummation or abandonment of a
merger, asset sale or tender offer, which is by a person who either was not an
interested stockholder during the previous three years or became an interested
stockholder with the approval of the corporation's board of directors and which
is approved or not opposed by a majority of the board of directors then in
office who were directors prior to any person becoming an interested stockholder
during the previous three years.
As used in Section 203, the term "business combination" includes (i) any
merger or consolidation of the corporation or any direct or indirect
majority-owned subsidiary of the corporation with (A) the interested stockholder
or (B) any other corporation if the merger or consolidation is caused by the
interested stockholder and as a result of such merger or consolidation Section
203 is not applicable to the surviving corporation; (ii) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition (in one transaction or
a series of transactions), except proportionately as a stockholder of such
corporation, to or with the interested stockholder, whether as part of a
dissolution or otherwise, of assets of the corporation or of any direct or
indirect majority-owned subsidiary of the corporation which assets have an
aggregate market value equal to 10% or more of either the aggregate market value
of all the assets of the corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the corporation; (iii)
certain transactions which result in the issuance or transfer by the corporation
or by any direct or indirect majority-owned subsidiary of the corporation of any
stock of the corporation or of such subsidiary to the interested stockholder;
(iv) any transaction involving the corporation or any direct or indirect
majority-owned subsidiary of the corporation that has the effect, directly or
indirectly, of increasing the proportionate share of the stock of any class or
series, or securities convertible into the stock of any class or series, of the
corporation or of any such subsidiary which is owned by the interested
stockholder; or (v) any receipt by the interested stockholder of the benefit,
directly or indirectly (except proportionately as a stockholder of such
corporation) of any loans, advances, guarantees, pledges, or other financial
benefits provided by or through the corporation or any direct or indirect
majority owned subsidiary.
ANTITRUST. The Purchaser filed a Notification and Report Form with respect
to the Offer under the HSR Act on May 2, 1996. The waiting period under the HSR
Act with respect to the Offer will expire at 11:59 p.m., New York City time, on
May 17, 1996, the 15th calendar day after the date such form was 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 the Purchaser. If such request is made,
such waiting period will expire at 11:59 p.m., New York City time, on the tenth
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 the 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 Purchaser
has requested early termination of the waiting period, and counsel to the
Purchaser has advised it that in transactions, such as the Offer, where there
are no substantive antitrust issues presented, early termination is customarily
granted.
9
<PAGE>
6. 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 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, IN THE OFFER TO
PURCHASE OR IN THE RELATED 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 a Tender Offer Statement on
Schedule 14D-1 and amendments thereto (as amended from time to time, the
"Schedule 14D-1"), together with exhibits, pursuant to Rule 14d-3 of the General
Rules and Regulations under the Exchange Act, furnishing certain additional
information with respect to the Offer and may file additional amendments
thereto. The Schedule 14D-1 and any amendments thereto, including exhibits, may
be inspected at, and copies may be obtained from, the same places and in the
same manner as set forth in Section 8 of the Offer to Purchase (except that they
will not be available at the regional offices of the Commission).
Questor Partners Fund, L.P.
May 10, 1996
10
<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
Supplement, the Offer to Purchase, the original (blue) Letter of Transmittal and
the revised (pink) 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, New York 10048
(212) 783-3957 (Call Collect)
<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. (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 PRIOR TO THE EFFECTIVE DATE OF THE PLAN.
THE DEPOSITARY FOR THE OFFER IS:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
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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, as amended and supplemented by the
Supplement to the Offer to Purchase, dated May 10, 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 expected to be received pursuant to the
Plan specified below pursuant to the guaranteed delivery procedures described in
Section 2 of the Offer to Purchase.
<TABLE>
<S> <C>
Number of New Shares expected to be Name(s) of Record Holder(s):
received pursuant to the Plan*:
Certificate Nos. (if available): Please Print
Check ONE box if New Shares will be Address(es):
tendered by book-entry transfer: Zip Code
/ / The Depository Trust Company Area Code and Tel. No.:
/ / Midwest Securities Trust Company Signature(s):
Account Number:
Dated: , 1996
</TABLE>
<TABLE>
<S> <C>
* According to the Disclosure Statement, a holder of $1,000 principal amount of the
following Securities may expect to receive the number of New Shares listed below. This
information should be used for purposes of estimating the number of New Shares expected
to be received pursuant to the Plan. If any shareholder tenders New Shares pursuant to
the guaranteed delivery procedures in good faith reliance on one of the estimated
exchange ratios set forth in the Disclosure Statement (and summarized below) and the
actual exchange ratio upon consummation of the Plan is different from (but within 2%
of) such estimate, then the Purchaser will accept delivery pursuant to the applicable
Notice of Guaranteed Delivery of the appropriately adjusted number of New Shares.
</TABLE>
<TABLE>
<S> <C>
SECURITY NUMBER OF NEW SHARES
- ----------------------------------------------------------------- -----------------------
15% Senior Subordinated Notes due 2000 41.12
9% Convertible Subordinated Debentures due 1996 21.60
13.875% Convertible Subordinated Debentures due 2002 22.54
</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>
EXHIBIT A(11)
[LETTERHEAD OF D.F. KING & CO., INC.]
FOR IMMEDIATE RELEASE CONTACT:
May 10, 1996 Thomas Germinario
D.F. King & Co., Inc.
(212) 269-5550
QUESTOR AMENDS TENDER OFFER
FOR SHARES OF COMMON STOCK OF ANACOMP
SOUTHFIELD, MICHIGAN -- Questor Partners Fund, L.P., a Delaware limited
partnership, announced today that it has amended certain of the conditions with
respect to its offer to purchase for cash up to 4,400,000 new shares of common
stock, par value $.01 per share, of Anacomp, Inc. (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 its subsidiaries (the "Plan").
The offer is now conditioned upon (i) there being validly tendered and not
withdrawn prior to the expiration date 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)
Questor being reasonably satisfied (a) that there are no material changes to the
indentures from the form in which they were filed with the bankruptcy court on
April 29, 1996, (b) that the new warrants expected to be outstanding immediately
following consummation of the Plan do not contain provisions other than those
which, in the reasonable judgment of Questor, are customarily contained in
warrants generally and (c) that the articles of incorporation (or certificate of
incorporation) and bylaws of the Company that are expected to be in effect
immediately following the effective date of the Plan will not contain any
provisions which, in the reasonable judgment of Questor, would discriminate
against the offer or Questor, (iv) in the event the Company is reincorporated
under the laws of the State of Delaware and Section 203 of the Delaware General
Corporation Law is applicable, the Company taking certain actions to render the
provisions of Section 203 inapplicable to Questor following its acquisition of
new shares pursuant to the offer, or, in the event that the Company is not
reincorporated under the laws of the State of Delaware, Questor being reasonably
satisfied that the provisions of Chapter 42 and Chapter 43 of the Indiana
Business Combination Law, or any similar provision of any applicable law, will
be inapplicable to Questor following its acquisition of new shares pursuant to
the offer, (v) Questor being reasonably satisfied that the Company's currently
outstanding rights will be redeemed, cancelled or otherwise terminated, and no
such other rights of the Company will be triggered by Questor's acquisition of
new shares pursuant to the offer, (vi) 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, (vii) Questor being reasonably
satisfied that prior to the expiration date of the offer there have not been,
and there is no reasonable prospect of there being, any changes to the Plan that
would, in the reasonable judgment of Questor, materially and adversely affect
the offer, the Company, Questor or Questor's ability to deal with the Company on
the same basis as any other shareholder of the Company and (viii) certain other
conditions described in the Supplement to the Offer to Purchase.
The offer commenced on April 19, 1996, and will expire at 12:00 Midnight New
York City time, on Thursday May 16, 1996, unless otherwise extended further.
The Information Agent for the offer is D.F. King & Co., Inc. Expected
holders of new shares of common stock of the Company may obtain information
relating to the offer by contacting the Information Agent at (800) 290-6428. The
offer does not apply to currently outstanding shares of common stock of the
Company.
