-----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, Sk0/YAH/EGctOUVCHDV8j/Odv2rMi78sHfQkwJp3VYOOqCDhQdWyNKw8ZyVi9tBf ncUx0Sa+bySEFoHaYrKGmQ== 0000950129-03-006298.txt : 20031224 0000950129-03-006298.hdr.sgml : 20031224 20031224091416 ACCESSION NUMBER: 0000950129-03-006298 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031224 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: 031072725 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 h11480a3sc13dza.txt LLOYD I. MILLER, III FOR ANACOMP, INC.- AMEND #3 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. 3)(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) December 10, 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 7 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 7 - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 407,933*** OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 291,547*** WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 407,933*** ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 291,547*** - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 699,480*** - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.32% - ------------------------------------------------------------------------------- 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 7 AMENDMENT NO. 3 TO THE ORIGINAL REPORT ON SCHEDULE 13D INTRODUCTION This constitutes Amendment No. 3 (the "Amendment") to the statement on Schedule 13D, filed on behalf of Lloyd I. Miller, III ("Mr. 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"). Amendment No. 1 to the Statement, dated September 15, 2003 ("Amendment No. 1") and Amendment No. 2 to the Statement, dated September 25, 2003 ("Amendment No. 2") have been previously filed on behalf of Mr. Miller. 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, Amendment No. 1 and Amendment No. 2 shall remain unchanged. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended and restated in its entirety as follows: The Shares Mr. 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, Mr. Miller was designated a member of the Company's board of directors. Mr. Miller has ceased to be a member of the Company's board of directors. Mr. 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. Mr. 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. Mr. Miller believes that the management of the Company is failing to take steps to enhance stockholder value, such as through a stock repurchase plan. Mr. Miller believes that available cash should be used to fund a stock repurchase plan. As part of Mr. Miller's plan to enhance stockholder value, Mr. Miller delivered a Notice of Director Nominations and Proposal of Business to the Company on September 25, 2003 (the "Notice"), substantially in the form hereby incorporated by reference as Exhibit 99.6. Pursuant to the Notice, Mr. Miller nominated the individuals listed therein for election to the Company's board of directors at the 2004 Annual Meeting of Stockholders (the "Nominees"). Mr. Miller believes that the Nominees will support decisive actions to enhance stockholder value. As part of Mr. Miller's plan to balance shareholder representation on the Company's board of directors, Mr. Miller filed additional solicitation material on November 18, 2003 (the "Contest Letter"), substantially in the form attached hereto and hereby incorporated by reference as Exhibit 99.7. Mr. Miller believes that the Contest Letter sets forth compelling reasons for improving independent debate on the Company's board of directors and that election of the Nominees will improve the Company's corporate governance. Mr. Miller reserves the right to change plans and take any and all actions that Mr. 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 Page 4 of 7 negotiated transactions, or (c) formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by Mr. 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. The purpose of this Amendment is to report that since the filing of Amendment No. 2, Mr. Miller purchased additional Shares of the Company and a material change occurred in the percentage of Shares beneficially owned by Mr. Miller. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Based upon the Form 10-Q filed by the Company on August 14, 2003, 4,034,500 shares of Class A common Stock were issued and outstanding. Mr. Miller may be deemed to beneficially own 699,480 (17.33% of the outstanding shares, based on 4,034,500 shares outstanding). As of the date hereof, 233,707 of such beneficially owned shares are owned of record by Trust A-4; 126,347 of such beneficially owned shares are owned of record by Milfam I, L.P.; 220,932 of such beneficially owned shares are owned of record by Milfam II, L.P.; 60,654 of such beneficially owned shares are owned of record by Mr. Miller on his own behalf; 42,633 of such beneficially owned shares are owned of record by Trust C and 15,207 of such beneficially owned shares are owned of record by Martin G. Miller in a custody account ("Martin Miller Managed Account") held in the name of Martin G. Miller, brother of Mr Miller, at PNC Bank National Association. Mr. Miller shares voting power and investment power with Martin G. Miller with respect to securities held in Martin Miller Managed Account. (b) Mr. Miller has or may be deemed to have shared voting power and shared dispositive power for all such shares held of record by the Trust A-4, Trust C and Martin Miller Managed and sole voting power and sole dispositive power for all such shares held of record by Milfam I, L.P., Milfam II, L.P., and Mr. Miller on his own behalf. (c) The table below details the purchases of Shares effected by Mr. Miller in the past 60 days.
TRUST A-4 ---------------------------------------------------------------------- Number of Shares Date of Transaction Purchased Price Per Share ------------------- ---------------- --------------- December 4, 2003 15,000 $20.00 December 5, 2003 487* $15.59
* The December 5, 2003 purchase was for shares of Class B common Stock, par value $0.01 per share of the Company.
Milfam II, L.P ---------------------------------------------------------------------- Number of Shares Date of Transaction Purchased Price Per Share ------------------- ---------------- --------------- December 10, 2003 25,000 $20.05
Listed below are transactions that occurred within the last 60 days pursuant to a grantor retained annuity trust: (i) On November 4, 2003, 22,216 Shares were transferred from Milgrat I(A) to Trust C pursuant to an annuity payment. A copy of the Milgrat I(A) is incorporated by reference as Exhibit 99.5 to the Statement. Page 5 of 7 (ii) On December 4, 2003, 30,414 Shares were transferred by gift from Milgrat I(A) pursuant to the termination of a grantor retained annuity trust with 15,207 Shares transferred to Mr. Miller individually and 15,207 Shares transferred to Martin Miller Managed Account. (d) Persons other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities. (e) Not Applicable 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 as of September 25, 2003. 99.7*** Additional Solicitation Material, dated as of November 18, 2003. - ---------- * Previously filed on Schedule 13D, filed February 21, 2002, and hereby incorporated by reference. ** Previously filed on Schedule 13D/A, filed September 25, 2003, and hereby incorporated by reference. *** Filed herewith. Page 6 of 7 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: December 23, 2003 By: /s/ Lloyd I. Miller, III ------------------------------------ Lloyd I. Miller, III EXHIBIT INDEX Page 7 of 7
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 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. 99.7*** Additional Solicitation Material, dated as of November 18, 2003.
- ---------- *Previously filed on Schedule 13D, filed February 21, 2002, and hereby incorporated by reference. ** Previously filed on Schedule 13D/A, filed September 25, 2003, and hereby incorporated by reference. *** Filed herewith. EX-99.7 3 h11480a3exv99w7.txt ADDITIONAL SOLICITATION MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-12 ANACOMP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Lloyd I Miller, III - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transactions applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.) - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 3) Filing Party: - -------------------------------------------------------------------------------- 4) Date Filed: - -------------------------------------------------------------------------------- LLOYD I. MILLER, III 4550 Gordon Drive Naples, Florida 34102 Telephone: (239) 262-8577 Telecopier: (239) 262-8025 November 18, 2003 Dear Fellow Shareholder: As a significant shareholder of Anacomp, I have initiated a proxy contest to increase the pressure on the Company and the Board of Directors to improve its governance, independence and financial expertise. I call your attention to the following points: o Since my initial proxy letter was filed, we note that Anacomp has reacted in a surprising manner by RESTRUCTURING ITS BOARD OF DIRECTORS. I call your attention to the UNEXPECTED RESIGNATIONS of the chairman of the compensation committee and the chairman of the audit committee, who were also the only independent directors on last year's "ad hoc" nominating committee. Why were the most important "watch dog" positions filled by two directors who are now leaving the Board? We await the filing of the Company's proxy statement to FULLY DISCLOSE ANY SPECIAL ARRANGEMENTS related to these resignations. o I believe that Anacomp MISSED AN OPPORTUNITY to approach its lenders for consent to buy back Anacomp shares while the stock price was low. A stock buyback would have resulted in increased cash flow per share for all Anacomp shareholders. The Board's failure to pursue lender consents illustrates a LACK OF INITIATIVE within the Company and the existing Board of Directors. We are opposed to any significant issuance of common stock under present circumstances, as we feel it would be DILUTIVE under current market conditions. o I believe that one of Anacomp's nominees for director, Mr. Holdsworth, is particularly unsuited to represent the interests of all the shareholders because of his existing business associations with Mr. Tennenbaum, a current director and an affiliate of the Company's largest shareholder. If I am elected, I will act as an advocate for all shareholders, and would seek to BALANCE THE INFLUENCE among shareholders that are currently represented on the Board. o I believe that Mr. Smoot, the current chairman of the Board, has contributed positively to the restructuring of Anacomp and previously served as chief executive officer. However, I believe that Mr. Smoot DOES NOT HAVE THE NECESSARY EXPERIENCE ON PUBLIC BOARDS OF DIRECTORS that would enable him to serve effectively as an independent chairman of the Board of Directors of Anacomp. o I am concerned that Mr. Smoot joined the Board of Directors of Read-Rite Corporation only two months before Read-Rite filed for Chapter 7 liquidation. At the time of Mr. Smoot's board service with Read-Rite, affiliates of Mr. Tennenbaum were the largest secured creditors of Read-Rite. Affiliates of Mr. Tennenbaum are also the largest stockholders of Anacomp and hold 28% of Anacomp's common stock under a special exception from Anacomp's poison pill limits. Although such INTERLINKED BUSINESS RELATIONSHIPS are permitted by law, best practices suggest that Anacomp would be BETTER SERVED BY A MORE INDEPENDENT CHAIRMAN OF THE BOARD. o As a director of Anacomp, I fought to raise the threshold for the "poison pill" from 15% to its current level of 20%. Affiliates of Mr. Tennenbaum currently hold 28% of the outstanding shares, under a special exception to the poison pill limits. I believe that that the threshold should now be raised to 28%, and the new threshold should apply equally to all shareholders, thereby EQUALIZING THE TREATMENT of shareholders who would like to increase their investment in the Company's future. o I call your attention to my TRACK RECORD IN IMPROVING SHAREHOLDER VALUE. I believe that Anacomp is a PROMISING COMPANY WITH THE POTENTIAL TO IMPROVE its financial performance if the board takes decisive action to improve shareholder value. o After I joined the board of Stamps.com in April of 2002, the board of directors authorized a SERIES OF SHARE BUYBACKS, resulting in added value for shareholders. o As a member of the board of directors of Aldila, Inc., I have supported initiatives that reduced Aldila's cost structure. I also supported the recent implementation of Aldila's SHARE BUYBACK. o On the board of directors of American Banknote, I meet the qualifications of serving as an audit committee financial expert and have supported the BUYBACK OF THE COMPANY'S DEBT at below par. o WHEN NECESSARY, I HAVE SOUGHT BOARD PARTICIPATION BY PROXY CONTEST, with successful results. Although I have shown the ability to effect significant changes at other companies, my objectives with Anacomp are to improve Board performance and governance rather than to change fundamental corporate strategy. o In May of 2003, through the efforts of a shareholder protective committee's proxy contest, I successfully gained appointment to the board of Celeritek with the objective of implementing COST CUTTING MEASURES AND INCREASING SHAREHOLDER VALUE. o Additionally, as a shareholder of Dynabazaar, Inc. (formerly FairMarket, Inc.), I initiated a proxy contest, which resulted in a settlement agreement nominating me to the board of FairMarket, Inc. Fairmarket's shareholders recently approved of the sale of all of the assets of Fairmarket to eBay Inc., and CASH HAS BEEN DISTRIBUTED TO SHAREHOLDERS. As a REGISTERED INVESTMENT ADVISOR with extensive experience on boards of directors and audit committees of numerous public companies, I believe that I bring strong financial qualifications that should be represented on the Board of Anacomp. I have been acknowledged for my FINANCIAL EXPERTISE on three of the Boards on which I serve. As a prior member of the Anacomp Board, I believe that a CRITICAL MASS OF NEW DIRECTORS are needed to enhance independent debate on the Board and to improve governance. I have nominated three directors, not with the intention of taking control of the Board, but rather to BALANCE SHAREHOLDER REPRESENTATION and increase shareholder value. With this objective in mind, I have nominated the following three directors: LLOYD I. MILLER, III is a registered investment advisor and is a member of the Chicago Board of Trade and Chicago Stock Exchange. 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 Anacomp, Denny's Corporation, Vulcan International and American Controlled Industries. RAYMOND L. STEELE serves as a director of American BankNote Corporation, Newcastle Holdings, Inc. and DualStar Technologies Corporation. Mr. Steele has previously served as a director of I.C.H. Corporation, Video Services Corp., Orion Pictures Corporation, Emerson Radio Corp. and Pharmhouse Corp. Prior to his retirement, Mr. Steele held various senior positions such as Executive Vice President of Pacholder Associates, Inc., Executive Advisor at the Nickert Group and Vice President and Chief Investment Officer of The Provident Bank. FRANK A. BELLIS, JR. 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, Mr. Bellis was the Chief Executive Officer of Claridge Casino Hotel. 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 Hotel and the Atlantic City Special Improvement District. Yours sincerely, /s/ Lloyd I. Miller, III ----------------------------------- Lloyd I. Miller, III The nominations for election to the Board of Directors are not intended to be in opposition to the nomination or election of Jeffrey R. Cramer. The information with respect to each of the nominees listed above (the "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 proposal is for the shareholders to vote FOR Mr. Lloyd I. Miller, III, FOR Mr. Frank A. Bellis Jr. and FOR Mr. Raymond L. Steele for election as directors at the Annual Meeting. Such director nominations are being proposed in an attempt to provide Anacomp with directors who are advocates of shareholder value and who are interested in seeking ways to maximize shareholder value. The undersigned has an interest in this proposal because the undersigned is currently the beneficial owner of 16.31% of Anacomp's common stock. A description of all of the common stock owned by affiliates of the undersigned is set forth on Annex B, and a description of all the common stock beneficially owned by the undersigned is set forth on Annex C. The undersigned has no knowledge of any other shareholders who support this proposal, other than the beneficial shareholders named in the Schedule 13D filed by the undersigned on February 21, 2002, as amended on September 16, 2003. 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. The undersigned intends to retain a proxy solicitor to solicit proxies in connection with the Annual Meeting. Proxies may be solicited by mail, telephone, telefax, telegraph, the Internet, e-mail, newspapers and other publications of general distribution and in person by the proxy solicitor and the Nominees. His proxy solicitor and the Nominees may solicit proxies from individuals, banks, brokers, custodians, nominees, other institutional holders and other fiduciaries. The undersigned has agreed to reimburse his proxy solicitor for its reasonable expenses, to indemnify it against certain losses, costs and expenses and to pay it fees in connection with the proxy solicitation. In addition to the costs related to the engagement of my proxy solicitor, costs related to this solicitation of proxies include expenditures for printing, postage, legal services and other related items. The undersigned is bearing the entire expense of this proxy solicitation. 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. SHAREHOLDERS SHOULD READ THE DEFINITIVE PROXY STATEMENT, ANY SUPPLEMENTAL MATERIALS AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (the "SEC") WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. ONCE AVAILABLE, COPIES OF THE DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTAL PROXY MATERIALS MAY BE OBTAINED AT NO COST FROM THE UNDERSIGNED'S SOLICITATION AGENT OR FROM THE SEC, AT THEIR WEBSITE, WWW.SEC.GOV. You may also obtain a copy of Anacomp's Annual Report at the SEC's website, www.sec.gov. 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. Mr. Miller's business address is: Lloyd I. Miller, 4550 Gordon Drive, Naples, Florida 34102. 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). Mr. Steele's business address is: Raymond L. Steele, 4150 Las Palmas Way, Sarasota, Florida 32438. 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. Mr. Bellis's business address is: Frank A. Bellis Jr., Provinceline Assoc. LLC, 10 Hanover Court, Jamestown, New Jersey 08562. 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 with respect to any future employment by Anacomp or its affiliates or any future transactions to which Anacomp or its affiliates will or may be a party. No arrangements or understandings exist 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 ten 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 or have any interest in any transactions, involving an amount exceeding $60,000, to which Anacomp is a party. 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. Mr. Miller does not beneficially own, directly or indirectly, any securities of Anacomp's parent or subsidiaries. Neither Mr. Steele nor Mr. Bellis beneficially owns, directly or indirectly, any securities of Anacomp, its parent or its subsidiaries. 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 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. The above transactions were made on the open market at market prices. 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 -----END PRIVACY-ENHANCED MESSAGE-----