-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uvwv/sVhaq5/rf2cCYYrdwaP51EfmUm2LBUUyFNIqHQHbel4tZaH/fjMkJ9bRdfm z5nXE4CDlErOEh3R8/7Ykg== 0000950123-03-010781.txt : 20030925 0000950123-03-010781.hdr.sgml : 20030925 20030925165844 ACCESSION NUMBER: 0000950123-03-010781 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANACOMP INC CENTRAL INDEX KEY: 0000006260 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 351144230 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31380 FILM NUMBER: 03910430 BUSINESS ADDRESS: STREET 1: 15378 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 8587163400 MAIL ADDRESS: STREET 1: 15378 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTEC INC DATE OF NAME CHANGE: 19740314 SC 13D/A 1 y90214a2sc13dza.txt AMENDMENT #2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2)(1) Anacomp, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 03237E108 --------------------- (CUSIP Number) Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577 -------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 2003 -------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 5 pages - ---------------- (1) 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 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).
- ------------------- ---------------------------------- --------------------------------------------------- CUSIP NO. 03237E108 13D/A PAGE 2 OF 5 - ------------------- ---------------------------------- --------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### - ----------------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - ----------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------------- ---------------- 4 SOURCE OF FUNDS* PF-OO** - ----------------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 419,356*** -------------------------------------------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF 238,637*** SHARES -------------------------------------------------------------------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH 366,726*** REPORTING -------------------------------------------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 291,267*** - ----------------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 657,993*** - ----------------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.31% - ----------------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN-IA-OO** - -----------------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! **SEE RESPONSE TO ITEM 3 IN THE ORIGINAL SCHEDULE 13D AND IN AMENDMENT NO. 1. ***SEE RESPONSE TO ITEM 5(b) IN THE ORIGINAL SCHEDULE 13D AND IN AMENDMENT NO. 1. Page 3 of 5 AMENDMENT NO. 2 TO THE ORIGINAL REPORT ON SCHEDULE 13D INTRODUCTION This constitutes Amendment No. 2 (the "Amendment") to the statement on Schedule 13D, filed on behalf of Lloyd I. Miller, III ("Miller"), dated February 21, 2002 (the "Statement") relating to the Class A Common Stock, par value $.01 per share (the "Shares") of Anacomp, Inc. (the "Company"). The Company has its principal executive offices at 12365 Crosthwaite Circle, Poway, California 92064. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended and restated in its entirety as follows: The Shares Miller may be deemed to beneficially own were acquired pursuant to the terms of the Plan on account of a restructuring by the Company whereby the former Note holders became owners of 99.9% of the current outstanding Shares of the Company. Pursuant to the Plan, on January 1, 2002, Miller was designated a member of the Company's board of directors. Miller has ceased to be a member of the Company's board of directors. Miller believes that (a) the common stock of the Company is significantly undervalued, (b) steps taken by the Company to date to enhance stockholder value have been insufficient and (c) management of the Company must take further immediate steps to enhance stockholder value. Miller has now decided that it would be in his best interest, and those of other stockholders, to attempt to influence the business strategies and operations of the Company. Miller believes that the management of the Company is failing to take steps to enhance stockholder value, such as through a stock repurchase plan. Miller believes that available cash should be used to fund a stock repurchase plan. As part of Miller's plan to enhance stockholder value, Miller delivered a Notice of Director Nominations and Proposal of Business to the Company on September 25, 2003 (the "Notice"), substantially in the form attached hereto and hereby incorporated by reference as Exhibit 99.6. Pursuant to the Notice, Miller nominated the individuals listed therein for election to the Company's board of directors at the 2004 Annual Meeting of Stockholders (the "Nominees"). Miller believes that the Nominees will support decisive actions to enhance stockholder value. Miller reserves the right to change plans and take any and all actions that Miller may deem appropriate to maximize the value of his investments, including, among other things, (a) purchasing or otherwise acquiring additional securities of the Company, (b) selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions, or (c) formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by Miller in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and restated in its entirety as follows: Exhibit Document ------- -------- 99.1* Amended and Restated Trust Agreement, dated September 20, 1983, between Lloyd I. Miller and PNC Bank, Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio). 99.2* Operating Agreement of Milfam LLC, dated December 10, 1996. 99.3* Milfam I, L.P. Partnership Agreement, dated December 11, 1996. 99.4* Milfam II, L.P. Partnership Agreement, dated December 11, 1996. 99.5* Irrevocable Trust Agreement MIL GRAT I(A), dated November 5, 2001. 99.6** Notice of Director Nominations and Proposal of Business, dated September 25, 2003 - ---------------------------------------- *Previously filed. **Filed herewith. Page 4 of 5 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 25, 2003 By: /s/ Lloyd I. Miller, III ---------------------------- Lloyd I. Miller, III Page 5 of 5 EXHIBIT INDEX ------------- Exhibit Document ------- -------- 99.1* Amended and Restated Trust Agreement, dated September 20, 1983, between Lloyd I. Miller and PNC Bank, Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio). 99.2* Operating Agreement of Milfam LLC, dated December 10, 1996. 99.3* Milfam I, L.P. Partnership Agreement, dated December 11, 1996. 99.4* Milfam II, L.P. Partnership Agreement, dated December 11, 1996. 99.5* Irrevocable Trust Agreement MIL GRAT I(A), dated November 5, 2001. 99.6** Notice of Director Nominations and Proposal of Business, dated as of September 25, 2003 - ---------------------------------------------- *Previously filed. **Filed herewith. EX-99.6 3 y90214a2exv99w6.txt NOTICE OF DIRECTOR NOMINATIONS & PROSPOSAL OF BUS Exhibit 99.6 LLOYD I. MILLER 4550 GORDON DRIVE NAPLES, FLORIDA 34102 (941) 262-8577 (TELEPHONE) (941) 262-8025 (FACSIMILE) September 24, 2003 BY FEDERAL EXPRESS - ------------------ Anacomp, Inc. 15378 Avenue of Science San Diego, CA 92128 Attn: Secretary Re: Notice of Director Nominations and Proposal of Business Dear Sir or Madam: The undersigned is a record and beneficial owner of shares of common stock of Anacomp, Inc., an Indiana corporation ("ANACOMP"). Pursuant to Section 2.8 of Anacomp's Amended and Restated Bylaws, the undersigned, as a record holder, is giving notice of nominations for election to the Board of Directors of Anacomp (the "BOARD") at the 2004 Annual Meeting of Stockholders (the "ANNUAL MEETING"). According to Anacomp's 2003 Proxy Statement, stockholder proposals intended to be presented at the Annual Meeting must be received not later than September 25, 2003. The undersigned's proposal is being delivered prior to such deadline and in accordance with Section 2.8 of Anacomp's Amended and Restated Bylaws, which states that for stockholder action to be properly brought before the annual meeting, notice must be received prior to the date on which shareholder proposals to be included in the proxy statement must be received under the requirements of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. The undersigned nominates Mr. Lloyd I. Miller, III., Mr. Frank A. Bellis Jr. and Mr. Raymond L. Steele (the "NOMINEES") for election as directors at the Annual Meeting. The information with respect to each of these nominees that is required to be disclosed under Regulation 14A under the Securities Exchange Act of 1934, as amended, is set forth on Annex A. The undersigned's proposal with respect to these director nominations is set forth on Annex D hereto. The undersigned's proposal is for the stockholders to vote FOR Mr. Lloyd I. Miller, III, FOR Mr. Frank A. Bellis Jr. and FOR Mr. Raymond L. Steele at the Annual Meeting. Such director nominations are being proposed in an attempt to provide Anacomp with directors who are advocates of stockholder value and who are interested in seeking ways to maximize stockholder value. Anacomp, Inc. Page 2 of 3 The undersigned has an interest in this proposal because the undersigned is currently the beneficial owner of 16.31% of Anacomp's common stock. The undersigned has no knowledge of any other stockholders who support this proposal, other than the beneficial stockholders named in the Schedule 13D filed by the undersigned on February 21, 2002, as amended on September 16, 2003. The undersigned's name and address, as they appear on Anacomp's books are: Lloyd I. Miller, 4550 Gordon Drive, Naples, Florida 34102. The undersigned may be deemed to be the beneficial owner of 657,993 shares of common stock and is the record owner of 44,447 shares of common stock. The undersigned has held, for at least one year, more than $2,000 in market value, or 1%, of Anacomp's securities entitled to be voted on the nominations and proposal at the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees. Furthermore, the undersigned intends to continue to hold such shares of common stock through the date of the Annual Meeting. Enclosed is a copy of the Schedule 13D filed by the undersigned on February 21, 2002 and as amended on September 16, 2003. If permitted by the rules of the Securities and Exchange Commission then in effect, the undersigned proposes to include the Nominees in Anacomp's proxy statement and form of proxy for the Annual Meeting, together with the Proposal set forth in Annex D. STOCKHOLDERS SHOULD READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. ONCE AVAILABLE, COPIES OF THE DEFINITIVE PROXY STATEMENT MAY BE OBTAINED AT NO COST FROM THE UNDERSIGNED'S SOLICITATION AGENT OR FROM THE SECURITIES AND EXCHANGE COMMISSION, AT THEIR WEBSITE, WWW.SEC.GOV. Sincerely, /s/ Lloyd I. Miller, III ------------------------------------- Lloyd I. Miller, III ANNEX A Lloyd I. Miller, III (age 48) is a registered investment advisor and has been a member of the Chicago Board of Trade since 1978 and a member of the Chicago Stock Exchange since 1996. Mr. Miller graduated from Brown University in 1977 with a Bachelor's Degree. Mr. Miller is currently a director of Stamps.com, American BankNote Corporation, Celeritek, Inc., Dynabazaar, Inc. (formerly FairMarket, Inc.), and Aldila, Inc. Mr. Miller previously served on the board of directors of several other companies, including Anacomp and Denny's Corporation. Mr. Miller's principal occupation is investing assets held by Mr. Miller on his own behalf and on behalf of his family. Raymond L. Steele (age 69) has been a retired businessman for over nine years. Mr. Steele has served as a director of American BankNote Corporation since March 2001, Newcastle Holdings, Inc. since 1991, and DualStar Technologies Corporation since 1998. Mr. Steele has previously served as a director of I.C.H. Corporation, Video Services Corp., Orion Pictures Corporation and Emerson Radio Corp. Prior to his retirement, Mr. Steele held various senior positions such as Executive Vice President of Pacholder Associates, Inc. (from August 1990 until September 1993) and Executive Advisor at the Nickert Group (from 1989 through 1990). Frank A. Bellis Jr. (age 50) is currently the President of Provinceline Associates, LLC, a company dedicated to providing a broad range of advice to emerging organizations in financial transition. Previously, from 1992 to December of 2002, Mr. Bellis was the Chief Executive Officer of Claridge Casino Hotel. Mr. Bellis graduated Brown University in 1975 with a Bachelor's Degree and from Seton Hall University School of Law in 1982. Mr. Bellis currently serves as a director of Synergy Brands, Inc. and Caring, Inc. Mr. Bellis has previously served as a director of Claridge Casino Hotels and Atlantic City Special Improvement District. None of the nominees holds any position or office with Anacomp, and no arrangements or understandings exist between any of the nominees and any other person pursuant to which any of such nominees is to be elected as a director. None of the nominees has any family relationship with any director or executive officer of Anacomp. None of the nominees is or has been involved in any legal proceedings in the past five years relating to bankruptcy, criminal proceedings, violations of the securities laws, violations of the Federal commodities laws, or injunctions from engaging in certain business activities. None of the nominees is or has been convicted in a criminal proceeding during the past ten years. Additionally, none of the nominees nor any associate of any of the nominees is a party adverse to Anacomp in a material proceeding or otherwise has a material interest adverse to Anacomp. None of the nominees nor any company that any of the nominees is associated with has any business relationship with Anacomp. None of the nominees nor any family member of any of the nominees is or has been in the last year indebted to Anacomp for an amount exceeding $60,000. Please note that Mr. Miller previously served as a director of Anacomp, and additional information regarding Mr. Miller has been publicly disclosed in the company's proxy statements and Mr. Miller's filings under the Securities Exchange Act. Annex A - Page 1 Mr. Miller was not late filing any reports required by Section 16(a) nor has he failed to file a required form, other than an amendment of the initial Form 3 which corrected an accounting error. Neither Mr. Steele nor Mr. Bellis are a ten percent (10%) owner of Anacomp and thus are not subject to any Section 16(a) filing requirements. Mr. Miller may be deemed to beneficially own 657,993 shares of common stock of Anacomp. Mr. Miller is the record holder of 44,447 of these shares. Attached as Annex B is a list of all securities of Anacomp purchased or sold by Mr. Miller within the past two years, the dates on which they were purchased or sold and the amount purchased or sold. Attached as Annex C is information regarding Mr. Miller's security ownership in Anacomp. Trust A-4, Trust C, MILGRAT I(A), Milfam I, L.P. and Milfam II, L.P. may be deemed to be associates of Mr. Miller under Regulation 14A. Set forth on Annexes B and C are (i) a list of all shares of common stock owned beneficially, directly and indirectly, by each associate and (ii) the address of each associate. Annex A - Page 2 EXHIBIT A-1 CONSENT OF DIRECTOR I hereby consent to (i) the use of my name and any references to me as a person nominated to become a director of Anacomp, Inc., an Indiana corporation, in the proxy statement of Anacomp and any proxy statement that may be filed by Mr. Lloyd I. Miller, III, and any amendments or supplements thereto, and (ii) serving as director of Anacomp. Dated: September 24, 2003 /s/ Lloyd I. Miller, III -------------------------------- Lloyd I. Miller, III Exhibit A-1 - Page 1 EXHIBIT A-2 CONSENT OF DIRECTOR I hereby consent to (i) the use of my name and any references to me as a person nominated to become a director of Anacomp, Inc., an Indiana corporation, in the proxy statement of Anacomp and any proxy statement that may be filed by Mr. Lloyd I. Miller, III, and any amendments or supplements thereto, and (ii) serving as director of Anacomp. Dated: September 24, 2003 /s/ Raymond L. Steele ------------------------------- Raymond L. Steele Exhibit A-2 - Page 1 EXHIBIT A-3 CONSENT OF DIRECTOR I hereby consent to (i) the use of my name and any references to me as a person nominated to become a director of Anacomp, Inc., an Indiana corporation, in the proxy statement of Anacomp and any proxy statement that may be filed by Mr. Lloyd I. Miller, III, and any amendments or supplements thereto, and (ii) serving as director of Anacomp. Dated: September 24, 2003 /s/ Frank A. Bellis, Jr. -------------------------------- Frank A. Bellis, Jr. Exhibit A-3 - Page 1 ANNEX B ANACOMP, INC. ---------------------------------------------------------------------------- SEE LEGEND BELOW FOR EXPLANATION OF ENTITIES ---------------------------------------------------------------------------- ENTITY DATE BUY/(SELL) ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- A4 7/6/2000 123,097 ---------------------------------------------------------------------------- M-1 7/6/2000 126,347 ---------------------------------------------------------------------------- M-2 7/6/2000 100,932 ---------------------------------------------------------------------------- Lloyd 7/6/2000 44,447 ---------------------------------------------------------------------------- Milgrat I(A) 11/5/2001 73,047 ---------------------------------------------------------------------------- Milgrat I(A) 11/4/2002 (20,417)* ---------------------------------------------------------------------------- C 11/4/2002 20,417* ---------------------------------------------------------------------------- A4 5/23/2003 123 ---------------------------------------------------------------------------- M-2 9/4/2003 50,000 ---------------------------------------------------------------------------- A-4 9/4/2003 50,000 ---------------------------------------------------------------------------- M-2 9/9/2003 45,000 ---------------------------------------------------------------------------- A-4 9/9/2003 45,000 ---------------------------------------------------------------------------- * - On November 4, 2002 Milgrat I(A) transferred 20,417 shares of common stock to Trust C as an annuity payment. Annex B - Page 1 - -------------------------------------------------------------------------------------------------------------------------- LEGEND - -------------------------------------------------------------------------------------------------------------------------- Trust A-4 ("A4") Lloyd I. Miller, III ("Miller") is the advisor to Trust A-4 and Trust C (the "Trusts"). Trust A-4 was Alan Goldman, VP created pursuant to a Declaratory Judgment, signed by PNC Bank, N.A. the Honorable Wayne F. Wilke for the Court of Common 500 PNC Center Pleas, Probate Division, Hamilton County, Ohio, on 201 East Fifth Street October 17, 1992, pursuant to which Trust A was split Cincinnati, OH 45202 into four separate trusts. The Trusts were created pursuant to an Amended and Restated Trust Agreement (the "Trust Agreement"), dated September 20,1983. Trust C ("C") Miller was named as advisor to PNC Bank, Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati Alan Goldman, VP Ohio), the trustee named in the Trust Agreement. Such PNC Bank, N.A. appointment became effective on April 22, 1990, the 500 PNC Center date of death of Lloyd I. Miller, the grantor of the 201 East Fifth Street Trusts. All of the shares purchased by Miller as Cincinnati, OH 45202 advisor to the Trusts were purchased by funds generated and held by the Trusts. - -------------------------------------------------------------------------------------------------------------------------- Milgrat I(A) ("MILGRAT I (A)") Pursuant to an Irrevocable Trust Agreement, dated Steve Hendrickson November 5, 2001, all of the shares purchased in Trust Northern Trust Company C were transferred into a grantor retained annuity 50 South Lasalle Street trust ("MILGRAT I(A)"). On November 4, 2002, 20,417 Chicago, IL 60675 of the shares were transferred back to Trust C from Milgrat I(A) as an annuity distribution pursuant to the Irrevocable Trust Agreement. Miller is named as the trustee to MILGRAT I(A). - --------------------------------------------------------------------------------------------------------------------------
Annex B - Page 2 - ------------------------------------------------------------------------------------------------------------------ Milfam I, L.P. ("M-1") Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Alan Goldman, VP Operating Agreement of Milfam LLC, dated as of PNC Bank, N.A. December 10, 1996. Milfam LLC is the managing general 500 PNC Center partner of (i) Milfam I, L.P., a Georgia limited 201 East Fifth Street partnership established pursuant to the Partnership Cincinnati, OH 45202 Agreement for Milfam I, L.P., dated December 11, 1996, and (ii) Milfam II, L.P. a Georgia limited partnership Milfam II, L.P. ("M-2") established, pursuant to the Partnership Agreement for Milfam II, L.P., dated December 11, 1996. All of the Steve Hendrickson shares Miller may be deemed to beneficially own as the Northern Trust Company manager of the managing general partner of Milfam II, 50 South Lasalle Street L.P. were purchased with money contributed to Milfam Chicago, IL 60675 II, L.P. by its partners, or money generated and held by Milfam II, L.P. - ------------------------------------------------------------------------------------------------------------------ Lloyd I. Miller, III ("Lloyd") Lloyd I. Miller is a registered investment advisor. 4550 Gordon Drive Naples, FL 34102 - ------------------------------------------------------------------------------------------------------------------
Except as shown in the table above, the address for each person or entity is as follows: Gradison McDonald 580 Walnut Street Cincinnati, OH 45202 Annex B - Page 3 ANNEX C SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS - ------------------------------- ----------------------------- --------------------------- ---------------------------- (3) Amount and (1) Title of (2) Name and address nature of beneficial class of beneficial owner ownership (4) Percent of class - ------------------------------- ----------------------------- --------------------------- ---------------------------- Common Stock Lloyd I. Miller, III 657,993(1) 16.31% 4550 Gordon Drive Naples, Florida 34102 - ------------------------------- ----------------------------- --------------------------- ----------------------------
- ----------------------------- (1) As of September 22, 2003, 218,220 of such shares are beneficially owned by Trust A-4; 20,417 of such shares are beneficially owned by Trust C; 52,630 of such shares are beneficially owned by MILGRAT I(A); 126,347 of such shares are beneficially owned by Milfam I, L.P.; 195,932 of such shares are beneficially owned by Milfam II, L.P.; and 44,447 of such shares are owned of record by Miller directly. This information shall not be deemed an admission that Lloyd I. Miller, III is the beneficial owner of any equity securities mentioned above, other than the shares he holds of record. Annex C - Page 1 ANNEX D PROPOSAL NOMINATION OF DIRECTORS Stockholders of Anacomp will be asked at the Annual Meeting to consider and vote upon the election of seven directors whose terms will expire at the next annual meeting. I, Lloyd I. Miller, III, am soliciting your proxy in support of the election of myself (the "NOMINEE"), Mr. Frank A. Bellis, Jr. and Mr. Raymond L. Steele (together, the "NOMINEES"). My solicitation of proxies is in opposition to three of the persons nominated for election by Anacomp's management. I believe that if the Nominees are elected, the Nominees will be able to encourage Anacomp to take steps to increase stockholder value and to monitor closely management's progress with respect to enhancing stockholder value. If elected, the Nominees will lead efforts to improve stockholders' rate of return and determine whether stockholder value can be maximized through the adoption of a share repurchase plan or other strategic transaction. REASONS FOR THE PROPOSAL I have nominated the Nominees for election to Anacomp's board of directors because I believe that steps taken by Anacomp to date to enhance stockholder value have been insufficiently decisive, and that the management nominees for director do not have a practical strategy to return value to the stockholders of Anacomp, such as through a stock repurchase plan or other strategic transaction. I believe that the Nominees, if elected to serve on Anacomp's board of directors, would lead more decisive efforts to enhance stockholder value. By electing the Nominees, stockholders can provide Anacomp with directors who are interested in seeking ways to maximize stockholder value, while at the same time improving Anacomp's performance. If elected, the Nominees would oppose transactions that result in Anacomp retaining all of its cash and instead would advocate the use of such cash to fund a stock repurchase plan. If elected, the Nominees would ask the board to consider these as well as other similar transactions that to increase the return on investment for Anacomp stockholders. In addition, the Nominees are in favor of efficient management of Anacomp's cash and other assets and would seek to reduce corporate overhead. If elected, the Nominees would be committed to act in the best interests of Anacomp's stockholders and, subject to each Nominee's duties as a director of Anacomp, to pursue diligently and promptly the actions described above. If elected, the Nominees would advocate changes to be made at Anacomp and would seek to obtain the agreement of the other members of the Board of Directors to approve these changes. I believe that the election of the Nominees is critical to making Anacomp more accountable to its stockholders. Annex D - Page 1 -----END PRIVACY-ENHANCED MESSAGE-----