<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(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)
ANACOMP, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PER SHARE
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(Title of Class of Securities)
032371106
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102 941-262-8577
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 6, 2000
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(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
[x].
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
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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 disclosures provided in a prior cover page.
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).
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SCHEDUL6E 13D
CUSIP NO. 032371106 PAGE 2 OF 8
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*
00**
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 462,384***
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 401,942***
WITH
9 SOLE DISPOSITIVE POWER
462,384***
10 SHARED DISPOSITIVE POWER
401,942***
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
864,326
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON
IN-OO**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE RESPONSE TO ITEM 3, HEREIN.
***SEE RESPONSE TO ITEM 5(B), HEREIN.
<PAGE> 3
ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.01 per share of
Anacomp Inc. The Company has its principal executive offices at 12365
Crosthwaite Circle, Poway, California 92064.
Item 2. Identity and Background
This statement is filed by Lloyd I. Miller, III ("Miller"). Miller's
principal business address is 4550 Gordon Drive, Naples, Florida 34102. Miller
is a registered Investment Adviser under the Investment Advisers Act of 1940, as
amended. Miller's principal occupation is providing investment advisory
services. During the past five years, Miller has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to civil proceedings of a judicial or administrative body
of competent jurisdiction as a result of which Miller was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Miller is a United States citizen.
Item 3. Source and Amount of Funds or Other Considerations
Miller is the Investment Adviser to Trust A-1, Trust A-2, Trust A-3,
Trust A-4 and Trust C (the "Trusts"). Trust A-1, Trust A-2, Trust A-3 and Trust
A-4 were created pursuant to a Declaratory Judgment, signed by the Honorable
Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County,
Ohio, on October 27, 1992, pursuant to which Trust A was split into four
separate trusts. The Trusts were created pursuant to an Amended and Restated
Trust Agreement, dated September 20, 1983 (the ATrust Agreement@). Miller was
named as advisor to PNC Bank, Ohio, N.A. (formerly The Central Trust Company,
N.A., Cincinnati, Ohio), the Trustee named in the Trust Agreement. Such
appointment became effective on April 22, 1990, the date of death of Lloyd I.
Miller, the Grantor of the Trusts. All of the shares purchased by Miller as
Investment Adviser to the Trusts were purchased by funds generated and held by
the Trusts. The purchase price for the shares and Warrants was $53,788.75 for
Trust A-1; $40,075.00 for Trust A-2; $208,908.55 for Trust A-3; $2,021,827.22
for Trust A-4 and $1,597,491.93 for Trust C.
Miller is the manager of Milfam LLC, an Ohio limited liability company
established pursuant to the Operating Agreement of Milfam LLC (the "Operating
Agreement"), dated as of December 10, 1996. Milfam LLC is the managing general
partner of (i) Milfam I, L.P., a Georgia limited partnership established
pursuant to the Partnership Agreement for Milfam I, L.P. (the "Partnership
Agreement"), dated December 11, 1996, and (ii) Milfam II, L.P. a Georgia limited
Partnership established, pursuant to the Partnership Agreement for Milfam II,
L.P. (the "Milfam II Partnership Agreement"), dated December 11, 1996. All of
the shares Miller is deemed to beneficially own as the manager of the managing
general partner of Milfam I, L.P. were purchased with money contributed to
Milfam I, L.P. by its partners (as identified on the signature page of Exhibit
99.3, attached hereto), or money generated and held by Milfam I, L.P. All of the
shares Miller is deemed to beneficially own as the manager of the managing
general partner of Milfam II, L.P. were purchased with money contributed to
Milfam II, L.P. by its partners (as identified on the signature page of Exhibit
99.4, attached hereto), or money generated and held by Milfam II, L.P. The
purchase price for the shares Miller is deemed to beneficially own as the
manager of the managing general partner of Milfam I, L.P. was $1,215,734.80. The
purchase price for the shares and Warrants Miller is deemed to beneficially own
as the manager of the managing general partner of Milfam II, L.P. was
$1,903,935.55.
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All of the shares purchased by Miller on his own behalf, were purchase
with personal funds generated and held by Miller. The purchase price for the
shares purchased by Miller, on his own behalf was $542,109.37.
Miller is the trustee for Catherine Miller GST, Kimberly Miller GST and
Lloyd I. Miller GST (collectively, the "GST's). All of the shares Miller is
deemed to beneficially own as the trustee for the GST's were purchased with
money generated and held by the GST's. The purchase price for the shares and
warrants Miller is deemed to beneficially own as trustee of Catherine Miller GST
was $107,140.50; the purchase price for the shares Miller is deemed to
beneficially own as trustee of Kimberly Miller GST was $50,577.00 and the
purchase price for the shares Miller is deemed to beneficially own as trustee of
Lloyd I. Miller GST was $15,703.50. Miller is the custodian to certain accounts
created pursuant to the Florida Uniform Gift to Minors Act ("UGMA"), for
Alexandra Miller ("Alexandra UGMA"), and for Lloyd I. Miller IV ("Lloyd IV UGMA"
and together with Alexandra UGMA, the "Miller UGMA's"). All of the shares Miller
is deemed to beneficially own in the Miller UGMA's were purchased with money
which was generated and held by the Miller UGMA's. The purchase price for the
shares which Miller is deemed to beneficially own as the custodian to the
Alexandra UGMA was $128,853.50. The purchase price for the shares which Miller
is deemed to beneficially as the custodian to the Lloyd IV UGMA was $100,634.50.
Dail Miller is Miller's wife. All of the shares Miller is deemed to beneficially
own as Dail Miller's spouse were purchased with personal funds generated and
held by Miller and Dail Miller. The purchase price for the shares Miller is
deemed to beneficially own as Dail Miller's spouse was $15,953.50. Dail Miller
is the custodian for certain UGMA accounts for the benefit of Tyler Dulmage
("Tyler UGMA") and Wylie Dulmage ("Wylie UGMA" and together with Tyler UGMA, the
"Dail UGMA's"). All of the shares Miller is deemed to beneficially own in the
Dail UGMA's were purchased with money which was generated and held by the Dail
UGMA's. The purchase price for the shares which Miller is deemed to beneficially
own as the spouse of the custodian to the Tyler UGMA was $8,532.63 and the
purchase price for the shares Miller is deemed to beneficially own as the spouse
to the custodian to the Wylie UGMA was $9,532.63. Miller and his brother Martin
are co-trustees to Crider GST. All of the shares Miller is deemed to
beneficially own as a co-trustee to Crider GST were purchased with money
generated or held by that trust. The purchase price for shares Miller is deemed
to beneficially own as the co-trustee of Crider GST was $13,249.50. Lloyd I.
Miller LLC ("LLC") is a Limited Liability Company of which Miller has sole
control. All of the shares Miller is deemed to beneficially own in LLC were
purchased with money which was generated and held by LLC. The purchase price for
the shares held by LLC was $43,123.00.
Item 4. Purpose of the Transaction
Miller considers his beneficial ownership reported herein of the 864,326
shares,(which amount includes 133,535 shares which he is deemed to beneficially
own as a holder of warrants) as an investment in the ordinary course of
business. From time to time, Miller may acquire additional shares or dispose of
all of some of the shares which he beneficially owns. Miller has filed this
report because he was elected to the Company's board of directors on July 6,
2000. Other than becoming a board member, and engaging in activities as a member
of the board of directors, Miller does not have any plans or proposals that
relate to the matters described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Miller is deemed to beneficially own 864,326 (5.9% of the outstanding
shares, based on 14,514,693 shares outstanding pursuant to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). As of the
date hereof, 3,200 of such beneficially owned shares (and 734 shares which
Miller may be deemed to beneficially own by his ownership of immediately
exercisable warrants) are owned of record by Trust A-1, 2,500 of such
beneficially owned shares are owned of record by Trust A-2, 14,100 of such
beneficially owned shares are owned of record by Trust A-3, 169,173 of such
beneficially owned shares are owned of record by Trust A-4, 91,323 of such
beneficially owned shares (and 116,812 shares which Miller may be deemed to
beneficially own by his ownership of immediately exercisable warrants) are
owned of record by Trust C, 124,668 of such beneficially owned shares are owned
of record by Milfam I, L.P., 169,152 of such beneficially owned shares (and
11,989 shares which Miller may be deemed to beneficially own by his ownership
of immediately exercisable warrants) are owned of record by Milfam II, L.P. ,
124,375 of such beneficially owned shares are owned of record by Miller on his
own behalf, 8,700 of such beneficially owned shares are owned of record by
Alexandra UGMA, 5,800 of such beneficially owned shares (and 2,000 shares which
Miller may be deemed to beneficially own by his ownership of immediately
exercisable warrants) are owned of record by Catherine Miller GST, 2,000 of
such beneficially owned shares are owned of record by Crider GST, 1,000 of such
beneficially owned shares are owned of record by Dail Miller, 3,000 of such
beneficially owned shares are owned of record by Kimberly Miller GST, 4,000 of
such beneficially owned shares are owned of record by LLC, 1,000 of such
beneficially owned shares are owned of record by Lloyd I. Miller GST, 5,700 of
such beneficially owned shares (and 2,000 shares which Miller may be deemed to
beneficially own by his ownership of immediately exercisable warrants) are
owned of record by Lloyd IV UGMA. 550 of such beneficially owned shares are
owned of record by Tyler UGMA and 550 of such beneficially owned shares are
owned of record by Wylie UGMA.
(b) Miller has or may be deemed to have shared voting power and shared
dispositive power for all such shares held of record by the Trusts, Dail Miller,
Tyler UGMA and Wylie UGMA and sole voting power and sole dispositive power for
all such shares held of record by Milfam I, L.P., Milfam II, L.P., Alexandra
UGMA, Catherine Miller GST, Kimberly Miller GST, LLC, Lloyd I. Miller GST, Lloyd
IV UGMA and Miller on his own behalf (see Item 6).
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(c) The following table details the purchase of shares by Miller,
effected by Miller during the past 60 days. The transactions were all open
market transactions:
<TABLE>
<CAPTION>
Date of Transaction Number of Shares/Warrants Price per Share Record Holder
Purchased/Sold
<S> <C> <C> <C>
May 16, 2000 4,000 shares purchased $3.875 Milfam I, L.P.
May 16, 2000 15,201 warrants sold $2.75 Lloyd I. Miller
May 16, 2000 15,201 warrants purchased $2.75 Trust C
May 18, 2000 8,000 shares purchased $3.177 Lloyd I. Miller
May 19, 2000 4,000 shares purchased $2.875 Lloyd I. Miller
May 22, 2000 4,000 shares purchased $2.75 Lloyd I. Miller
May 22, 2000 13,497 warrants sold $2.50 Trust A-4
May 22, 2000 13,497 warrants purchased $2.50 Trust C
May 24, 2000 15,000 shares purchased $2.50 Lloyd I. Miller
May 25, 2000 9,950 shares purchased $2.50 Lloyd I. Miller
May 26, 2000 5,003 shares purchased $2.50 Lloyd I. Miller
June 2, 2000 3,400 shares purchased $3.625 Lloyd I. Miller
June 15, 2000 7,572 shares purchased $2.125 Lloyd I. Miller
June 16, 2000 1,700 shares purchased $2.1875 Lloyd I. Miller
June 19, 2000 16,200 shares purchased $2.12 Lloyd I. Miller
June 20, 2000 10,000 shares purchased $2.25 Lloyd I. Miller
June 20, 2000 14,000 shares purchased $2.25 Milfam I, L.P.
June 22, 2000 27,450 shares purchased $2.125 Milfam II, L.P.
June 22, 2000 20,500 shares purchased $2.1863 Lloyd I. Miller
June 26, 2000 20,000 shares purchased $2.1875 Milfam I, L.P.
</TABLE>
(d) Milfam I, L.P. has the right to receive dividends from and proceeds
of the sale of 124,668 shares; Milfam II, L.P. has the right to receive
dividends from and proceeds of the sale of 169,152 shares and 11,989 warrants;
Trust A-1 has the right to receive dividends from and proceeds of the sale of
3,200 shares and 734 warrants; Trust A-2 has the right to receive dividends from
and proceeds of the sale of 2,500 shares; Trust A-3 has the right to receive
dividends from and proceeds of the sale of 14,100 Shares; Trust A-4 has the
right to receive dividends from and proceeds of the sale of 169,173 shares;
Trust C has the right to receive dividends from and proceeds of the sale of
91,323 shares and 116,812 warrants; Miller on his own behalf has the right to
receive dividends from and proceeds of the sale of 124,375 shares; Alexandra
UGMA has the right to receive dividends from and proceeds of the sale of 8,700
shares; Catherine Miller GST has the right to receive dividends from and
proceeds of the sale of 5,800 shares and 2,000 warrants; Crider GST has the
right to receive dividends from and proceeds of the sale of 2,000 shares; Dail
Miller has the right to receive dividends from and proceeds of the sale of 1,000
shares; Kimberly Miller GST has the right to receive dividends from and proceeds
of the sale of 3,000 shares; LLC has the right to receive dividends from and
proceeds of the sale of 4,000 shares; Lloyd Miller GST has the right to receive
dividends from and proceeds of the sale of 1,000 shares; Lloyd IV UGMA has the
right to receive dividends from and proceeds of the sale of 5,700 shares and
2,000 warrants; Tyler UGMA has the right to receive dividends from and proceeds
of the sale of 550 shares and Wylie UGMA has the right to receive dividends from
and proceeds of the sale of 550 shares.
(e) Not Applicable
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The Trust Agreement provides:
The Trustee shall not make any investments, reinvestments or changes in
investments of the assets of Trust A without first consulting with and
obtaining the advice of the advisor. The Trustee need not act in
accordance with the advice and counsel of the advisor, but if it does so,
the Trustee shall not be liable to any person for or as a result of any
action or failure to act if in accordance with such advice and counsel.
The Trustee need not obtain the advice and counsel of the advisor if the
Trustee requests such advice and counsel in writing and if the advisor
fails to reply to the Trustee within five days from the date of such
request by telephone, telegram, mail or in person.
The Operating Agreement provides:
While Lloyd I. Miller, III serves as manager, he shall have complete
control over all of the affairs of Milfam LLC and need not seek the
consent or approval of any Member with respect to any action.
The Milfam I Partnership Agreement provides:
The General Partner shall have the full and exclusive right to manage and
control the business and affairs of Milfam I, L.P. and to make all
decisions regarding the affairs of Milfam I, L.P. In the course of such
management, the General Partner may acquire, encumber, hold title to,
pledge, sell, release or otherwise dispose of Partnership Property and
interests therein when and upon such terms as it determines to be in the
best interest of the Milfam I, L.P. The General Partner shall have all of
the rights, powers and obligations of a partner of a partnership without
limited partners, except as otherwise provided under the Act.
The Milfam II Partnership Agreement provides:
The General Partner shall have the full and exclusive right to manage and
control the business and affairs of Milfam II, L.P. and to make all
decisions regarding the affairs of Milfam II, L.P. In the course of such
management, the General Partner may acquire, encumber, hold title to,
pledge, sell, release or otherwise dispose of Partnership Property and
interest therein when and upon such terms as it determines to be in the
best interest of the Milfam II, L.P. The General Partner shall have all
of the rights, powers and obligations of a partner of a partnership
without limited partners, except as otherwise provided under the Act.
Item 7. Materials to be Filed as Exhibits:
Exhibit Document
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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.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 17, 2000
By: Lloyd I. Miller, III
Lloyd I. Miller, III
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EXHIBIT INDEX
Exhibit Document
EX-99.1 Amended and Restated Trust Agreement
EX-99.2 Operating Agreement of Milfam LLC
EX-99.3 Milfam I, L.P. Partnership Agreement
EX-99.4 Milfam II, L.P. Partnership Agreement
