Anacomp, Inc. Class B Common Stock Certificate and Transfer Provisions

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE

Class B Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated __________________________________

Summary

This document certifies ownership of Class B Common Stock in Anacomp, Inc., a company incorporated in Indiana. The certificate is transferable by the holder or an authorized agent and is only valid when countersigned by the transfer agent and registrar. The number of shares represented may be automatically reduced in accordance with a court-approved Plan of Reorganization, without shareholder consent. The certificate also outlines procedures for transferring shares and obtaining information about shareholder rights upon request.

EX-4.2 4 a2073797zex-4_2.htm EXHIBIT 4.2
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Exhibit 4.2

COMMON STOCK NUMBER B		COMMON STOCK SHARES
	Anacomp, Inc. CLASS B COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF INDIANA	THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK AND RIDGEFIELD PARK, NEW JERSEY	SEE REVERSE FOR CERTAIN DEFINITIONS
		CUSIP 03237E 20 7

THIS CERTIFIES THAT

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE, OF

ANACOMP, INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

/s/ EDWARD P. SMOOT CHAIRMAN AND CHIEF EXECUTIVE OFFICER				/s/ PAUL NAJAR SECRETARY

COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC
TRANSFER AGENT AND REGISTRAR
BY
		AUTHORIZED SIGNATURE

IN ACCORDANCE, WITH THE PLAN OF REORGANIZATION, DATED AUGUST 29, 2001 (AS AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME, (THE "PLAN"), OF THE CORPORATION, AND THE CONFIRMATION ORDER ISSUED BY THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA IN CONNECTION THEREWITH, AND NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS CERTIFICATE TO THE CONTRARY, THE AGGREGATE NUMBER OF SHARES OF CLASS B COMMON STOCK THAT ARE EVIDENCED BY THIS CERTIFICATE AND ALL CERTIFICATES OF LIKE TENOR THEN OUTSTANDING SHALL BE REDUCED RATABLY AMONG ALL OF THE HOLDERS THEREOF ON EACH OCCASION THAT A CERTIFICATE OF LIKE TENOR SHALL BE ISSUED BY THE CORPORATION IN SATISFACTION OF ANY ALLOWED SECTION 510(B) COMMON CLAIM (AS SUCH TERM IS DEFINED IN THE PLAN). THE NUMBER OF SHARES OF CLASS B COMMON STOCK THAT ARE EVIDENCED BY THIS CERTIFICATE SHALL BE DEEMED TO BE AUTOMATICALLY REDUCED WITHOUT THE VOTE OR CONSENT OF ANY HOLDER OF ANY CLASS OR SERIES OF CAPITAL STOCK OF THE CORPORATION) AS OF THE RECORD DATE OF EACH SUCH ISSUANCE.

ANACOMP, INC.

A STATEMENT, IN FULL, OF THE RELATIVE RIGHTS, INTERESTS, PREFERENCES AND RESTRICTIONS OF THE CLASS OF SHARES REPRESENTED BY THIS CERTIFICATE WILL BE FURNISHED BY THE CORPORATION TO ANY SHAREHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT—	......................... Custodian.........................
				(Cust) (Minor)
TEN ENT	—	as tenants by the entireties		under Uniform Gifts to Minors
JT TEN	—	as joint tenants with right of
		survivorship and not as tenants		Act....................................................................
		in common		(State)

Additional abbreviations may also be used though not in the above list.

For value received, _________________________ hereby sell, assign and transfer unto

		PLEASE INSERT SOCIAL SECURITY OR OTHER
		IDENTIFYING NUMBER OF ASSIGNEE

AFFIX MEDALLION SIGNATURE
GUARANTEE IMPRINT BELOW




				ABOVE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

				THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A SECURITIES BROKER/DEALER, COMMERCIAL BANK, TRUST COMPANY, SAVINGS ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION, INC.

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ANACOMP, INC.