ANACOMP INC
SC 13G/A, 2000-11-28
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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<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 2)*


                                  ANACOMP, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    032371106
                       ----------------------------------
                                 (CUSIP Number)


                                 AUGUST 30, 2000
                        --------------------------------
                  (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).




<PAGE>   2
CUSIP NO. 032371106                   13G                      PAGE 2 OF 5 PAGES
-------------------                                            -----------------

       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
     BENEFICIALLY              6. SHARED VOTING POWER
      OWNED BY
        EACH                      ***
      REPORTING
       PERSON                  7. SOLE DISPOSITIVE POWER
        WITH
                                  ***

                               8. SHARED DISPOSITIVE POWER

                                  ***

       9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              ***
      10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
          SHARES*                                                       / /

      11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

              ***
      12. TYPE OF REPORTING PERSON*

          IN-IA-00


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                  ***SEE ITEM 5


<PAGE>   3
                                                               PAGE 3 OF 5 PAGES

Item 1(a). Name of Issuer:                              Anacomp, Inc.

Item 1(b). Address of Issuers's Principal
           Executive Offices:                           12365 Crosthwaite Circle
                                                        Poway, CA 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: ***

           (a)   ***

           (b)   ***

           (c)   (i) sole voting power:                     ***

                 (ii) shared voting power:                  ***

                 (iii) sole dispositive power:              ***

                 (iv) shared dispositive power:             ***

Item 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

             If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [x].

***SEE ITEM 5


<PAGE>   4
                                                               PAGE 4 OF 5 PAGES

  Item 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
             Not Applicable.

  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.




<PAGE>   5
                                                               PAGE 5 OF 5 PAGES

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: 11/28/00

                               /s/ LLOYD I. MILLER
                               ------------------------
                                   Lloyd I. Miller, III






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