UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment No. 2)
Anacomp, Inc
(NAME OF ISSUER)
Common Stock, par value $0.01 per share
(TITLE CLASS OF SECURITIES)
032371106
(CUSIP NUMBER)
12/31/99
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
(X) RULE 13D-1(B)
( ) RULE 13D-1(C)
( ) RULE 13D-1(D)
*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 THE
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN 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 THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
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CUSIP NO. 032371106 PAGE 2 OF 9
1. NAME OF REPORTING PERSON/EIN
State Street Bank and Trust Company, as trustee for General Motors Employes
Global Group Pension Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York, New York
5. SOLE VOTING POWER
SHARES 0
6. SHARED VOTING POWER
SHARES 1,707,791
7. SOLE DISPOSITIVE POWER
SHARES 0
8. SHARED DISPOSITIVE POWER
SHARES 1,707,791
9. TOTAL BENEFICIALLY OWNED
SHARES 1,707,791
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.1%
12. TYPE OF REPORTING PERSON*
EP
- -----------
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CUSIP NO. 032371106 13G PAGE 3 OF 9
1. NAME OF REPORTING PERSON/EIN
General Motors Investment Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,707,791
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,707,791
9. TOTAL BENEFICIALLY OWNED
1,707,791
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.1%
12. TYPE OF REPORTING PERSON*
IA, CO
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SCHEDULE 13G PAGE 4 OF 9
ITEM 1.
(A) NAME OF ISSUER
Anacomp, Inc
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
12365 Crosthwaite Circle
Poway, Ca. 92064
ITEM 2.
(A) NAME OF PERSON FILING
(i) State Street Bank and Trust Company, as trustee for General
Motors Employes Global Group Pension Trust ("Trust")
(ii) General Motors Investment Management Corporation
("GMIMCo")
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
(i) Trust
c/o State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
(ii) GMIMCo
767 Fifth Avenue
New York, NY 10153
(C) CITIZENSHIP
(i) Trust - New York
(ii) GMIMCo - Delaware
(D) TITLE CLASS OF SECURITIES
Common Stock, par value $0.01 per share (Anacomp Shares)
(E) CUSIP NUMBER
032371106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(SELECT EITHER E OR F)
(E)[x] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940 (in the case of GMIMCo)
(F)[x] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act OF 1974 or Endowment Fund (in the case of the Trust)
SEE SECTION 240.13d-1(b)(1)(ii)(F)
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PAGE 5 OF 9
ITEM 4. OWNERSHIP
The Trust is a trust formed under and for the benefit of one or more employee
benefit plans ("Plans") of General Motors Corporation ("GM"), its subsidiaries
and unrelated employers. GMIMCo is registered as an investment adviser under the
Investment Advisers Act of 1940. Its principal business is providing investment
advice and investment management services with respect to the assets of the
Plans and of certain direct and indirect subsidiaries of GM and other entities.
The Trust and GMIMCo are referred to herein as the "Reporting Persons."
GMIMCo has the responsibility to select and terminate investment managers with
respect to the Plans. It also itself manages certain assets of the Plans. One
investment managers acting with respect to the plans are Magten Asset Management
Corp.(the "Manger"). GMIMCo and the Manager have discretionary
authority over the assets of the Plans which they manage including voting and
investment power with respect to securities of the Issuer included among such
assets. In view of GMIMCo's management of certain assets of the Plans and
GMIMCo's authority to terminate the Manager, the following information is being
provided as of December 31, 1999 with respect to such securities of the Issuer
under management by the Mangers for the benefit of the Plans (1):
(A) AMOUNT BENEFICIALLY OWNED
(i) Trust - 1,707,791
(ii) GMIMCo - 1,707,791
(B) PERCENT OF CLASS
(i) Trust - 12.1%
(ii) GMIMCo - 12.1%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
0
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE -
Same as set forth under Item 4 (a) above
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITIO -
0
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF- Same as set forth under Item 4 (a) above.
The various trusts established under the Plans invest in a variety of investment
media, including publicly traded and privately placed securities. Such
investments could include shares of the Issuer and/or other securities of the
Issuer in addition to those referred to in this statement ("Additional
Securities"). The investment and voting decisions regarding any Additional
Securities which might be owned by such trusts are made by the trustees thereof
or unrelated investment managers, who, in so acting, act independently of GMIMCo
(although the appointment of such investment managers is subject to
authorization of and termination by GMIMCo as noted above). No information
regarding any such holdings by such trusts under the Plans is contained in this
statement.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
NOT APPLICABLE
--------------
(footnotes)
(1) Pursuant to Rule 13d-4. The Reporting Persons expressly declare that the
filing of this statement shall not be construed as an admission that any
such Person is, for the purposes of Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement
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PAGE 6 OF 9
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION
By signing below the undersigned certifies that, to the best of the
undersigned's knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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PAGE 7 OF 9
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February ___, 2000
STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS EMPLOYES
GLOBAL GROUP PENSION TRUST (as directed by
General Motors Investment Management Corporation)
By: ______________________________________
Name: Michael Connors
Title: Assistant Vice President
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PAGE 8 OF 9
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February ___, 2000
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: ______________________________________
Name: Margaret Eisen
Title: Managing Director
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PAGE 9 OF 9
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13G filed on or about this date with respect to the beneficial
ownership by the undersigned of shares of common stock of Anacomp Inc. being,
and any and all amendments to such Schedule may be, filed on behalf of each of
the undersigned. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: February ___, 2000
STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS EMPLOYES
GLOBAL GROUP PENSION TRUST (as directed by
General Motors Investment Management Corporation)
By:____________________________________
Name: Michael Connors
Title: Assistant Vice President
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By:____________________________________
Name: Margaret Eisen
Title: Managing Director
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