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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No.: 8
Name of Issuer: Anacomp, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 032371106
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Felix Kozodoy, Magten Asset Management Corp.,
35 E. 21st St., New York, New York 10010
(Date of Event which Requires Filing of this Statement)
December 27, 2000
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 [ ].
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 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
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
O
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
-0-
8. Shared Voting Power:
2,109,941
9. Sole Dispositive Power:
-0-
10. Shared Dispositive Power:
3,047,884
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,047,884
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
20.9%
14. Type of Reporting Person
IA, CO
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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
O
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
81,557
8. Shared Voting Power:
2,109,941
9. Sole Dispositive Power:
81,557
10. Shared Dispositive Power:
3,047,884
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,129,441
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
21.5%
14. Type of Reporting Person
IN
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The Schedule 13D was initially filed on June 13, 1996
(collectively, with all amendments thereto, the
"Schedule 13D") 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, and (ii) Talton R. Embry ("Embry";
together with Magten, the "Filing Persons"). The
Schedule 13D is hereby amended by this Amendment No. 8 as
follows:
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on Schedule 13D is hereby amended and
restated in its entirety as follows:
(a) Magten has beneficial ownership of an aggregate
3,047,884 shares of Common Stock of the Company. Magten
may be deemed to be the beneficial owner of 20.9% of a
total of the 14,568,198 shares of Common Stock reported
by the Company as outstanding as of November 30, 2000.
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 2,109,941 of
the shares of Common Stock owned by these clients and
shared dispositive power (with its investment advisory
clients and Embry) with respect to the 3,047,884 shares
of Common Stock owned by these clients.
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 the Investment Advisory
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 81,557 shares of
Common Stock owned by such trusts (collectively, the
"Pension Trust Shares").
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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
3,129,441 shares of Common Stock and constitute
approximately 21.5% of the 14,568,198 shares of Common
Stock disclosed by the Company as outstanding.
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).
(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
and Los Angeles Fire and Police Pension Systems. The
beneficiaries of the Pension Trusts, Embry's wife and
Embry's minor children have the right to receive
dividends from or proceeds from the sale of the Pension
Trust Shares.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement.
Exhibit B: Schedule of Transactions.
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Signatures
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry
Managing Director
/s/ Talton R. Embry
____________________________
Talton R. Embry
January 11, 2001
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Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Amendment to
Schedule 13D dated January 11, 2001 relating to the Common
Stock of Anacomp, Inc. shall be filed on behalf of the
undersigned.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry
Managing Director
By: /s/ Talton R. Embry
____________________________
Talton R. Embry
January 11, 2001
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ __________________________ _____________________
12/01/00 20,000 0.14
12/04/00 30,000 0.125
12/05/00 85,000 0.1188
12/07/00 60,000 0.10
12/11/00 35,000 0.10
12/12/00 20,000 0.10
12/13/00 30,000 0.0957
12/14/00 20,000 0.10
12/15/00 90,000 0.10
12/19/00 25,000 0.093
12/20/00 100,000 0.0718
12/21/00 130,000 0.06
12/26/00 260,000 0.055
12/27/00 68,487 0.055
* Shares distributed in kind to the Reporting Persons advisory
clients
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01651001.AR4
