<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B) (C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. 1)
Anacomp, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
032371106
----------------------------------------
(CUSIP Number)
July 27, 2000(1)
----------------------------------------
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
--------
(1) Effective July 27, 2000 the reporting person has ceased to be a member
of the issuer's board of directors, and this report is being filed pursuant to
Rule 13d-1(h).
<PAGE> 2
-------------------- ----------------
CUSIP NO. 032371106 13G PAGE 2 OF 4 PAGE
-------------------- ----------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lloyd I. Miller, III ###-##-####
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES 479,925***
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 401,942
WITH -------------------------------------------------------
7. SOLE DISPOSITIVE POWER
479,925***
-------------------------------------------------------
8. SHARED DISPOSITIVE POWER
401,942
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,867***
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11. ERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN-00**
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 4.
***This amount includes 17,541 shares which were inadvertently omitted from the
reporting person's Schedule 13D filed on July 18, 2000.
<PAGE> 3
Page 3 of 4
Item 1(a). Name of Issuer: Anacomp, Inc.
Item 1(b). Address of Issuers's Principal Executive Offices:
12365 Crosthwaite Circle
Poway, California 92064
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence:
4550 Gordon Drive
Naples, Florida 34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 032371106
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable,
this statement is filed pursuant to 13d-1(c)
Item 4. OWNERSHIP: Miller shares dispositive and voting power on 401,942
shares of the reported securities as an advisor to the trustee of
certain family trusts. Miller has sole dispositive and voting
power on 479,925 of the reported securities (i) as the manager of
a limited liability company that is the general partner of certain
limited partnerships, (ii) as the custodian to accounts set up
under the Florida Uniform Gift to Minors Act (iii) as trustee for
certain trusts, (iv) as to shares owned by Miller as an individual
and (v) as investment advisor to the trustee of certain trusts.
(a) 881,867***
(b) 6.0%
(c) (i) sole voting power: 479,925***
(ii) shared voting power: 401,942
(iii) sole dispositive power: 479,925***
(iv) shared dispositive power: 401,942
***This amount includes 17,541 shares which were inadvertently omitted from the
reporting person's Schedule 13D filed on July 18, 2000.
<PAGE> 4
Page 4 of 4
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than Lloyd I. Miller III have the right to receive
dividends from, or the proceeds from the sale of, the reported
securities. None of these persons has the right to direct such
dividends or proceeds.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purposes or effect.
SIGNATURE
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: August 1, 2000
By: /s/ Lloyd Miller
-------------------------
Lloyd I. Miller, III
