ANACOMP INC
4, 2000-08-10
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

( ) Check this box if no longer subject to Section 16.  Form
4 or Form 5 obligations may continue.  See Instruction 1(b).

1.  Name and Address of Reporting Person

    Magten Asset Management Corp.
    35 E. 21st St.
    New York, New York

2.  Issuer Name and Ticker or Trading Symbol

    Anacomp, Inc.
    ANCO

3.  IRS Number of Reporting Person (Voluntary)

4.  Statement for Month/Year

    07/00

5.  If Amendment, Date of Original (Month/Year)


6.  Relationship of Reporting Person(s)to Issuer (Check all
    applicable)

    ( ) Director  (X) 10% Owner* (  ) Officer (give title
    below) ( ) Other (specify below)


7.  Individual or Joint/Group Filing (check Applicable Line)

      X    Form filed by One Reporting Person
           Form filed by More than One Reporting Person





<PAGE>


<TABLE>
<CAPTION>
                                         TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED,
                                               DISPOSED OF, OR BENEFICIALLY OWNED
<S>                   <C>             <C>             <C>                     <C>                  <C>            <C>
1. Title of Security| 2. Transaction| 3. Transaction| 4. Securities         | 5. Amount of       | 6. Ownership  |7.  Nature of |
   (Instr. 3)       |    Date       |    Code       |    Acquired (A)       |    Securities      |    Form:      |    Indirect  |
                    |               |    (Instr. 8) |    or Disposed        |    Beneficially    |    Direct (D) |    Beneficial|
                    |    (Month/    |               |    of (D)             |    Owned at End    |    or Indirect|    Ownership |
                    |    Day/       |               |    (Instr. 3,4,       |    of Month        |    (I)        |    (Instr. 4)|
                    |    Year)      |               |    and 5)             |    (Instr. 3 and 4)|    (Instr. 4) |              |
                    |               |          |    |          |(A) or|     |                    |               |              |
                    |               |    Code  | V  |    Amount|(D)   |Price|                    |               |              |
_________________________________________________________________________________________________________________________________
Common Stock             7/06/00         J  **           9,528      D  **     4,335,048            I               ***
Common Stock             7/28/00         J  **           6,882      D  **     4,335,048            I               ***

---------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>
                                           TABLE II -- DERIVATIVE SECURITIES ACQUIRED,
                                               DISPOSED OF, OR BENEFICIALLY OWNED
<S>                  <C>           <C>          <C>          <C>               <C>                 <C>
1. Title of        | 2. Conver-  | 3. Trans-  | 4. Trans-  | 5. Number of    | 6. Date Exer-     | 7. Title and Amount |
   Derivative      |    sion or  |    action  |    action  |    Derivative   |    cisable and    |    of Underlying    |
   Security        |    Exercise |    Date    |    Code    |    Securities   |    Expiration     |    Securities       |
   (Instr. 3)      |    Price of |    (Month/ |    (Instr. |    Acquired     |    Date           |    (Instr. 3 and 4) |
                   |    Deri-    |    Date/   |    8)      |    (A) or       |    (Month/Day/    |                     |
                   |    vative   |    Year)   |            |    Disposed of  |    Year)          |                     |
                   |    Security |            |            |    (D) (Instr.  |                   |                     |
                   |             |            |            |    3, 4 and 5)  |                   |                     |
                   |             |            |____________|_________________|___________________|_____________________|
                   |             |            |      |     |        |        |         |         |        |            |
                   |             |            |      |     |        |        | Date    | Expira- |        | Amount or  |
                   |             |            |      |     |        |        | Exer-   | tion    |        | Number of  |
                   |             |            | Code |  V  |  (A)   |  (D)   | cisable | Date    | Title  | Shares     |
___________________|_____________|____________|______|_____|________|________|_________|_________|________|____________|

                   |             |            |      |     |        |        |         |         |        |            |
                   l             l            l      l     l        l        l         l         l        l            l
</TABLE>


<TABLE>
   <S>                    <C>                 <C>                 <C>





<PAGE>


|  8. Price of          | 9. Number of      | 10. Ownership     | 11. Nature of   |
|     Derivative        |    derivative     |     Form of       |     Indirect    |
|     Security          |    Securities     |     Derivative    |     Beneficial  |
|     (Instr. 5)        |    Benefi-        |     Security      |     Ownership   |
|                       |    cially         |     Direct (D)    |     (Instr. 4)  |
|                       |    Owned at       |     or Indirect   |                 |
|                       |    End of         |     (I) (Instr.   |                 |
|                       |    Month          |     4)            |                 |
|                       |    (Instr. 4)     |                   |                 |
</TABLE>





<PAGE>


Explanation of Responses:

*     The Reporting Person may be deemed to be a member of a
      group holding equity securities of the Issuer.  The filing
      of this report shall not be deemed to be an admission that
      the Reporting Person is a member of such a group.


**    On July 6, 2000 and July 28, 2000, Magten distributed in
      kind 9,528 shares and 6,882 shares, respectively of the
      Issuer's Common Stock to its investment advisory clients.


***   The amount of securities shown in columns 4 and 5 of Table
      I of this Form 4 is owned beneficially by discretionary
      accounts managed by Magten.  Magten disclaims any
      beneficial ownership of any such securities reported herein
      for purposes of Section 16 or for any other purpose.
      Nonetheless, the entire amount of securities held by the
      accounts is reported herein.


Signature of Reporting Person:

MAGTEN ASSET MANAGEMENT CORP.

By: /s/ Talton R. Embry
    ___________________________
      Talton R. Embry
       Chairman and Chief
       Investment Officer

Date: August 10, 2000

**    Intentional misstatements or omissions of facts constitute
      Federal Criminal Violations.  See U.S.C. 1001 and 15 U.S.C.
      78ff(a).

Note:  File three copies of this Form, one of which must be
manually signed.  If space is sufficient, see Instruction 6 for
procedure.










01651001.AW0



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