SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 20, 1996
(Date of earliest event reported)
ANACOMP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-8328 35-1144230
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
11550 North Meridian Street, P.O. Box 40888 46240
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (317) 844-9666
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This Document contains exactly 5 Pages.
The Exhibit Index is on page 4.
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
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On May 20, 1996, the United States Bankruptcy Court for the District of
Delaware entered an order confirming the Third Amended Joint Plan of
Reorganization (the "Plan") of Anacomp, Inc. (the "Company") and certain of its
subsidiaries. Pursuant to the Plan, the Company will be recapitalized such that
it will be authorized to issue 21,000,000 shares of capital stock, 20,000,000 of
which will be common stock, par value $.01 per share (the "New Common Stock"),
and 1,000,000 of which will be preferred stock. The Company presently intends to
issue 10,000,000 shares of its New Common Stock and 362,694 warrants (the "New
Warrants"), each of which is convertible into one share of New Common Stock
during the next five years at an exercise price of $12.23 per share, as
described below.
The Plan will result in a reduction of approximately $173 million in
principal and accrued interest on the Company's debt and a liquidation amount on
its preferred stock plus accrued dividends as of January 5, 1996. As part of
such reduction, four of the eleven classes of claims against and interests in
the Company prior to its reorganization will be resolved under the Plan with the
issuance of the New Common Stock and/or the New Warrants. Holders of a Class 5
or Class 6 claim received in the aggregate 10,000,000 shares of the Company's
New Common Stock on the effective date of the Plan and holders of a Class 6, 8
or 9 claim will receive in the aggregate 362,694 New Warrants. No other shares
or other units of the Company have been reserved for future issuance in respect
of claims and interests filed and allowed under the Plan.
On or about May 26, 1996, the United States Customs Service ("Customs")
filed a Notice of Appeal from the Order Confirming Debtors' Third Amended Joint
Plan of Reorganization (the "Confirmation Order") and also filed an Emergency
Motion For a Stay Pending Appeal (the "Stay Motion") with the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On May
31, 1996, a hearing was held by the Bankruptcy Court on the Stay Motion. After
having reviewed legal briefs submitted by the parties and oral argument, the
Bankruptcy Court denied the Stay Motion.
Customs subsequently filed on May 31, 1996 in the United States District
Court for the District of Delaware an Emergency Motion for a Stay Pending Appeal
(the "District Court Stay Motion") and filed a Memorandum of Law in support
thereof which was substantially the same as that filed with the Bankruptcy
Court. At a telephone hearing before the United States District Court on June 3,
1996, the Company was allowed until June 5, 1996 to file responsive papers. The
Company does not anticipate there being a hearing on the District Court Stay
Motion until June 7, 1996 or thereafter. The Company also anticipates that the
Plan will have become effective before any such hearing.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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2.1 2 Third Amended Joint Plan of Reorganization
(the "Plan") of Anacomp, Inc. (the "Company")
and certain of its subsidiaries.1
99.1 99 Press release of the Company dated May 20,
1996.
99.2 99 Order of the United States Bankruptcy Court
for the District of Delaware confirming the
Company's Plan.2
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1 Incorporated by reference to Exhibit 2(e) to the Company's Form 8-A, filed
with the Securities and Exchange Commission on May 15, 1996 (File No. 0-7641).
2 Incorporated by reference to Exhibit 2(d) to the Company's Form 8-A, filed
with the Securities and Exchange Commission on May 15, 1996 (File No. 0-7641).
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
ANACOMP, INC.
By: /s/ Tom Brown
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Name: Tom Brown
Title: Vice President
Date: June 3, 1996
<PAGE>
EXHIBIT INDEX
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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2.1 2 Second Amended Joint Plan of Reorganization (the
"Plan") of Anacomp, Inc. (the "Company") and
certain of its subsidiaries. 1
99.1 99 Press release of the Company dated May 20, 1996.
99.2 99 Order of the United States Bankruptcy Court for
the District of Delaware confirming the Company's
Plan. 2
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1 Incorporated by reference to Exhibit 2(e) to the Company's Form 8-A, filed
with the Securities and Exchange Commission on May 15, 1996 (File No. 0-7641).
2 Incorporated by reference to Exhibit 2(d) to the Company's Form 8-A, filed
with the Securities and Exchange Commission on May 15, 1996 (File No. 0-7641).
FOR IMMEDIATE RELEASE CONTACTS: Jeff Witham
Corporate Communications
404-876-3361, Ext. 8527
E-Mail: [email protected]
Nancy Vandeventer
Investor Relations
800-350-3044
E-Mail: [email protected]
ANACOMP RELEASES SECOND QUARTER RESULTS,
ANNOUNCES FORMAL APPROVAL OF CONFIRMATION PLAN
ATLANTA, GEORGIA, May 20, 1996 -- Anacomp today released second quarter
financial results for the period ended March 31, 1996 and also announced formal
approval of its Chapter 11 confirmation plan.
Operating income (income before interest, other income, reorganization items,
and income taxes) for the second quarter of fiscal 1996 was $17.3 million, a
$1.0 million increase from the first quarter's performance and a 33% increase
from the same period in fiscal 1995. Earnings before interest, other income,
reorganization items, and taxes, plus depreciation and amortization ("EBITDA")
was $23.7 million, a slight increase from the first quarter's performance and a
10% increase from the same period in fiscal 1995.
Offsetting the strong second quarter operating income was $20.5 million of
reorganization-related costs and write-offs, which contributed to a net loss for
the quarter. These write-offs are required by generally accepted accounting
principles ("GAAP") as a result of Anacomp's Chapter 11 filing on January 5,
1996. The Company recorded a net loss in the second quarter of $10.7 million, or
23 cents per share, on revenues of $125.9 million. That corresponds to a loss of
$8.2 million, or 18 cents per share, on revenues of $151.5 million in the same
period the previous year. The decline in revenues was expected and was primarily
the result of downsized and discontinued product lines. Selling, general, and
administrative expenses in the second quarter decreased 38% from the same
quarter in fiscal 1995 as a result of the company's cost-cutting initiatives
over the last year.
In an unrelated development, the U.S. Bankruptcy Court in Delaware today signed
Anacomp's final confirmation order, clearing the way for the Company's emergence
from Chapter 11 in about two weeks. The court on Friday approved Anacomp's plan
of reorganization.
In accordance with GAAP, interest on the subordinated debt subsequent to the
Chapter 11 filing was not expensed during the second quarter and is the
principle reason for the significant reduction in interest expense for the
quarter. Under the plan of reorganization, Anacomp's debt obligations and,
accordingly, interest expense will be substantially reduced following the
restructuring. If the plan had been effective at the beginning of the second
quarter, interest expense would have amounted to approximately $10.8 million.
"We're very pleased with our second quarter results," noted P. Lang Lowrey,
Anacomp's president and chief executive officer. "Although our financial
restructuring makes it a little difficult to decipher what all the numbers mean,
the fact is that operating income, EBITDA, and cash flows continue to improve.
Most importantly, we're tracking to our business plan."
Anacomp is a leading provider of multiple-media data management solutions,
delivering cost-effective strategies that incorporate micrographic, digital, and
magnetic output media.
###
All of Anacomp's news releases are distributed through PR Newswire, an
international wire service that can be accessed through the Internet
(http://www.prnewswire.com) or numerous on-line providers. Recent news releases
and quarterly reports also are available through Anacomp's home page on the
World Wide Web (http://www/anacomp.com) as well as Anacomp's Company
News-On-Call servicer (800-758-5804, ext. 054532).
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Anacomp, Inc. and Subsidiaries (Debtor-in-possession)
Three months ended Six months ended
(Dollars in thousands, except per share amounts) March 31, March 31,
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1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Revenues:
Services provided............................... $ 48,262 $ 55,956 $ 99,190 $110,836
Equipment and supply sales...................... 77,649 95,533 156,986 192,465
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125,911 151,489 256,176 303,301
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Operating costs and expenses:
Costs of services provided...................... 26,687 30,971 54,525 60,752
Costs of equipment and supplies sold............ 58,813 69,952 120,574 142,810
Selling, general and administrative expenses.... 23,148 37,562 47,595 68,842
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108,648 138,485 222,694 272,404
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Income before interest, other income, reorganization
items and income taxes.......................... 17,263 13,004 33,482 30,897
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Interest expense and fee amortization (contractual
interest for the three months and six months
ending March 31, 1996 is $14,732 and $29,804,
respectively)................................... (5,499) (16,051) (23,785) (34,000)
Interest Income...................................... 431 608 932 1,083
Cost of withdrawn refinancing........................ -- (3,000) -- (3,000)
Other income (expense)............................... 24 (1,125) 6,644 (963)
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(5,044) (19,568) (16,209) (36,880)
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Income (loss) before reorganization items and income
taxes........................................... 12,219 (6,564) 17,273 (5,983)
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Reorganization Items:
Write-off of deferred debt issue costs and
discounts..................................... (17,551) -- (17,551) --
Financial restructuring costs................... (3,135) -- (5,936) --
Interest earned on accumulated cash resulting
from Chapter 11 proceedings................... 236 -- 236 --
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(20,450) -- (23,251) --
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Loss before income taxes............................. (8,231) (6,564) (5,978) (5,983)
Provision for income taxes........................... 2,500 1,100 3,700 1,400
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Net loss............................................. (10,731) (7,664) (9,678) (7,383)
Preferred Stock dividends and discount accretion..... -- 539 540 1,079
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Net loss available to common stockholders............ $(10,731) $( 8,203) $(10,218) $ (8,462)
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Net loss per common and common equivalent share...... $ (.23) $ (.18) $ (.22) $ (.18)
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