UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Anacomp, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
CUSIP No. 032371106
(CUSIP Number)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(212) 529-6612
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1996
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box.
Check the following box if a fee is being paid with the
statement /x/. (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
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
PAGE
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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 Report
ing Person
With
7 Sole Voting Power
-0-
8 Shared Voting Power
2,208,603.20
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,888,111.20
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,888,111.20
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
28.9%
14 Type of Reporting Person*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
0
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned By
Each Report
ing Person
With
7 Sole Voting Power
39,680.80
8 Shared Voting Power
2,208,603.20
9 Sole Dispositive Power
39,680.80
10 Shared Dispositive Power
2,888,111.20
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,927,792
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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Item 1. Security and Issuer.
This Schedule 13D relates to the common
stock, par value $.01 per share ("Common Stock"), of
Anacomp, Inc., a Delaware corporation (the "Company").
The Company's principal executive offices are located at
11550 North Meridian Street, P.O. Box 40888,
Indianapolis, Indiana 46240.
Item 2. Identity and Background.
(a) This statement is filed 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 sole executive officers and directors of Magten are
(i) Embry, (ii) Duane Roberts, ("Roberts") and (iii)
Robert Capozzi ("Capozzi"). Embry is the sole
stockholder of Magten.
(b) The business address of each of
Magten, Embry, Roberts and Capozzi is c/o Magten Asset
Management Corporation, 35 East 21st Street, New York,
New York 10010.
(c) Magten is a registered investment
adviser and currently is engaged primarily in the
business of investing in securities for the accounts of
its investment advisory clients. The present principal
occupation or employment of each of Embry, Roberts and
Capozzi is as a managing director of Magten. Embry also
is a director of the Company.
(d) None of Magten, Embry, Roberts or
Capozzi has, during the last five years, been convicted
in any criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) On September 9, 1993, Magten Asset
Management Corp. ("Magten") and Talton R. Embry, without
admitting or denying the allegations in a complaint by
the Securities and Exchange Commission (the "Commis
sion"), consented to the entry of judgments enjoining
them from violating (and, in the case of Mr. Embry,
aiding and abetting violations of) anti-fraud and other
provisions of the Securities and Exchange Act of 1934,
the Investment Adviser's Act of 1940 and the Investment
Company Act of 1940. The Commission's complaint alleged
principally that Mr. Embry failed to advise his clients
of certain personal and proprietary trades relevant to
the clients' holdings and to comply with certain
reporting requirements. As part of the
settlement, Mr. Embry made a $1 million payment for the
benefit of certain of Magten's clients.
At the same time, Mr. Embry, without admitting or
denying the allegations in an order filed by the
Commission, settled a parallel SEC administrative action
against Mr. Embry. In the settlement, Mr. Embry agreed to
the appointment, for a period of five years, of an
independent consultant approved by the SEC to oversee Mr.
Embry's personal securities transactions and to conduct
biannual compliance audits of Magten. Gerald Rath, Esq.
of
<PAGE>
the firm of Bingham Dana & Gould, Boston, Massachusetts,
has been appointed and approved as the independent
consultant.
(f) Magten is a Delaware corporation.
Embry, Roberts and Capozzi are each citizens of the
United States.
Item 3. Source and Amount of Funds or Other
Consideration.
On June 4, 1996, Magten acquired
beneficial ownership of 2,853,111.20 shares of Common
Stock and Embry acquired beneficial ownership of
39,680.80 shares of Common Stock (collectively the
"Shares") in exchange for a total of $70,350,000 princi-
pal amount of the Company's 15% Senior Subordinated Notes
due November 1, 2000, pursuant to the Company's Third
Amended Plan of Reorganization, which became effective on
May 20, 1996. On behalf of certain investment advisory
clients, Magten purchased an additional 35,000 shares on
a when-issued basis on May 30, 1995. The net investment
cost for the Shares is $24,147,284. The consideration
was obtained from the working capital of the accounts
managed by Magten. The shares of Common Stock held by
one investment advisory client are held in a margin
account. Such margin account is maintained at Bear
Stearns & Co. and may from time to time have debit
balances. Because other securities are held in the
margin account, it is not possible to determine the
amounts, if any, of margin used with respect to the
shares of Common Stock purchased or sold. Currently, the
interest rate charged on such margin account is 6.25%.
Item 4. Purpose of Transaction.
Although Embry is a director of the
Company, he and Magten hold the Shares for investment and
not with the purpose of changing or influencing the
control of the Company. Neither Magten nor Embry has any
plan or proposal which relates to or would result in any
of the actions enumerated in Item 4 of Schedule 13D,
except that (i) the Filing Persons may dispose of some or
all of the Shares, or may acquire additional shares of
Common Stock for their own accounts or on behalf of
Magten's investment advisory clients, from time to time,
depending upon the price of the Common Stock, market
conditions, evaluation of alternative investments, and
other factors.
Item 5. Interest in Securities of the Issuer.
(a) Magten has beneficial ownership of an aggregate
2,888,111.20 shares of Common Stock of the Company,
constituting approximately 28.9% of the 10,000,000 shares
of Common Stock believed to be outstanding on June 4,
1996. 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 the
2,208,603.20 shares of Common Stock owned by these
clients and shared dispositive power (with its investment
advisory clients and Embry) with respect to the
2,888,111.20 shares of Common Stock owned by these
clients.
<PAGE>
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
38,652.80 shares of Common Stock owned by such trusts
(collectively, the "Pension Trust Shares").
Embry, has sole voting and investment
power with respect to 1,028 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 2,927,792 shares of Common Stock and
constitute approximately 29.3% of the 10,000,000 shares
of Common Stock of the Company believed to be outstanding
on June 4, 1996.
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) Information with respect to all
transactions in Common Stock effected by the Filing
Persons during the 60-day period day ended the date
hereof is set forth in Schedule A to this Schedule 13D
and is incorporated by reference herein.
(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, 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.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
Magten is a registered investment adviser.
Magten has contractual relationships with its clients
which authorize it to direct the acquisition and
disposition of securities and to direct the vote of such
securities through a custodian bank appointed by
the client. No contract, arrangement or understanding
exists among Magten's clients or between Magten and any
of its clients specifically with regard to the Company's
securities or between Magten or Embry and any other
person.
Item 7. Material to be Filed as Exhibits
There is filed herewith as Exhibit 1 a
Joint Filing Agreement between Magten Asset Management
Corporation and Talton R. Embry, dated as of June 13,
1996 as required by Rule 13d-1(f)(1).
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: June 13, 1996
MAGTEN ASSET MANAGEMENT CORPORATION
By: /s/ Talton R. Embry
Talton R. Embry
Managing Director
/s/ Talton R. Embry
Talton R. Embry
PAGE
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SCHEDULE A
Transactions in Common Stock
effected by Magten during the 60-day
period ended as of the date hereof.
Magten Asset Management Corp.
DATE OF NO. OF SHARES PRICE
TRANSACTION PURCHASED PER SHARE
$8.00 05/30/96 35,000
PAGE
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JOINT FILING AGREEMENT BETWEEN
MAGTEN ASSET MANAGEMENT CORPORATION
AND
TALTON R. EMBRY
AGREEMENT, dated as of June 13, 1996,
between Magten Asset Management Corporation ("Magten")
and Talton R. Embry ("Embry").
W I T N E S S E T H :
WHEREAS, in accordance with Rule 13d-1(f)
under the Act, only one Statement and any amendments
thereto need be filed whenever two or more persons are
required to file such a Statement or any amendments
thereto pursuant to Section 13(d) of the Act with respect
to the same securities, provided that said persons agree
in writing that such Statement or any amendments thereto
is filed on behalf of them.
NOW, THEREFORE, in consideration of the
premises and mutual agreements herein contained, the
parties hereto agree as follows:
Magten and Embry, do hereby agree, in
accordance with Rule 13d-1 (f) under the Act, to file a
Schedule 13D relating to their ownership of the Common
Stock, and do hereby further agree that said Agreement
shall be filed on behalf of each of them.
MAGTEN ASSET MANAGEMENT CORPORATION
By: /s/ Talton R. Embry
Talton R. Embry
Managing Director
/s/ Talton R. Embry
Talton R. Embry
