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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

ANACOMP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Lloyd I Miller, III
Raymond L. Steele
Frank A. Bellis, Jr.
- --------------------------------------------------------------------------------
(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:

- --------------------------------------------------------------------------------

ANNUAL MEETING OF SHAREHOLDERS OF

ANACOMP, INC.

----------

PROXY STATEMENT OF

LLOYD I. MILLER, III

----------

This proxy statement and the accompanying BLUE proxy card are being
furnished to you in connection with the solicitation of proxies by me, Mr. Lloyd
I. Miller, III, to be used at the 2004 Annual Meeting of Shareholders of
Anacomp, Inc., an Indiana corporation (the "Company" or "Anacomp"), and any
adjournments or postponements thereof (the "Annual Meeting"). Pursuant to this
proxy statement, I am soliciting proxies from holders of shares of the Company's
Class A and Class B common stock to vote FOR the election of Mr. Raymond L.
Steele and Mr. Frank A. Bellis, Jr. to the Company's board of directors.

IF YOU HAVE ALREADY RETURNED A WHITE PROXY CARD SENT TO YOU BY THE
COMPANY, PLEASE RETURN THE ENCLOSED BLUE PROXY CARD. THE COMPANY'S PROXY CARD
WILL BE AUTOMATICALLY REVOKED IF YOU COMPLETE AND RETURN THE ENCLOSED BLUE PROXY
CARD. IT IS VERY IMPORTANT THAT YOU DATE YOUR PROXY.

This proxy statement and the accompanying BLUE proxy card are first
being mailed to shareholders on or about February 6, 2004. According to the
Company's definitive proxy statement, the Company has set February 26, 2004 as
the date for Annual Meeting and January 12, 2004 (the "Record Date") as the date
for determining which shareholders will be entitled to vote at the Annual
Meeting.

* * * * * * *

A PROXY MAY BE GIVEN BY ANY PERSON WHO HELD SHARES OF ANACOMP'S CLASS A
OR CLASS B COMMON STOCK ON THE RECORD DATE. BOTH CLASSES OF THE COMPANY'S COMMON
STOCK WILL BE ENTITLED TO VOTE WITH RESPECT TO ALL MATTERS TO BE ACTED UPON AT
THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU
ARE URGED TO SIGN AND DATE THE ENCLOSED BLUE PROXY CARD AND RETURN IT IN THE
POSTAGE-PREPAID ENVELOPE PROVIDED.

ALL VALID PROXIES RECEIVED BEFORE THE ANNUAL MEETING WILL BE VOTED, AND
SHAREHOLDERS HAVE THE POWER TO REVOKE THEIR PROXIES AT ANY TIME BEFORE THEY ARE
EXERCISED. YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO YOU MAY
RETURN THE BLUE PROXY CARD EVEN IF YOU HAVE ALREADY DELIVERED A DIFFERENT PROXY.

PLEASE DO NOT RETURN ANY PROXY SENT TO YOU BY THE COMPANY.

THIS PROXY STATEMENT IS PROVIDED BY LLOYD I. MILLER, III.

* * * * * * *

-1-

At the Annual Meeting, the Company's shareholders will be asked to
consider and vote upon the election of seven directors, each of whom will hold
office for a one-year term or until their respective successors are elected and
qualified.

I AM SOLICITING YOUR PROXY IN SUPPORT OF THE ELECTION OF MR. RAYMOND L.
STEELE AND MR. FRANK A. BELLIS, JR. (COLLECTIVELY, THE "NOMINEES") TO THE
COMPANY'S BOARD OF DIRECTORS.

PROXY SOLICITATION. My solicitation of proxies is in opposition to the
election of two of the persons nominated for election by the Company. My
solicitation of proxies is NOT intended to be in opposition to the nomination or
election of Jeffrey R. Cramer, the Company's President and Chief Executive
Officer or Edward P. (Phil) Smoot, the Chairman of the Board. I am NOT
soliciting proxies in an effort to gain control of the Company. I believe that,
if elected, my Nominees will be able to encourage Anacomp to take steps to
increase shareholder value and to MONITOR THE BALANCE OF INFLUENCE AND INTERESTS
ON THE BOARD.

SHARE OWNERSHIP. I own 699,480 shares of Anacomp, representing
approximately 17.3% of the outstanding Shares. I am a shareholder, just like
you, and believe that this solicitation is necessary to protect and increase the
value of all of our investments in the Company.

OPPOSITION TO TWO COMPANY NOMINEES. I am OPPOSED to the reelection of
Mark Holdsworth and Fred G. Jager, both current directors and Company nominees.
I do not support the nomination of Mr. Holdsworth because he is a business
associate of Michael E. Tennenbaum who, together with his affiliates, is
Anacomp's largest stockholder and who already has representation on the Board.
Therefore, I will NOT use the authority granted to me by the BLUE proxy cards to
vote for Messrs. Holdsworth and Jager.

NOMINEES. If you wish to vote FOR my Nominees, you may do so by
completing and returning the BLUE proxy card. According to the Company's
definitive proxy statement, seven directors are to be elected at the Annual
Meeting. Because I am only proposing Mr. Steele and Mr. Bellis for election as
directors, I will use the authority granted to me by the BLUE proxy cards to
vote FOR the election of my Nominees as directors and FOR the election of five
nominees proposed by the Company other than Messrs. Holdsworth and Jager.

Each of my Nominees has consented to being named and to serving if
elected. As of the date that this proxy statement is mailed to shareholders,
none of my Nominees intends to decline service as a director or is unable to
serve as a director. However, there is no assurance that any of the Company
nominees will serve as directors if any of my Nominees are elected to the board.
I currently have no knowledge of any Company nominee's intention not to serve
with any of my Nominees if any of my Nominees are elected. I currently have no
plan to fill such vacancies and have not identified any individuals at this time
for the purpose of filling such vacancies should they arise. In the event that
such vacancies do arise, those seats would remain vacant or would be filled by a
majority vote of the remaining members of the Board of Directors in accordance
with the Amended and Restated Bylaws of Anacorp. If the remaining members cannot
agree upon a successor, vacancies may be filled by a vote of the shareholders at
a special meeting called for that purpose. Background information for each of my
Nominees is set forth in this proxy statement beneath the heading "Proposal No.
1--Election of Directors." For information regarding the Company's nominees for
election as directors, please refer to the Company's definitive proxy statement,
which is filed with the Securities and Exchange Commission.

COMPANY PROPOSALS OTHER THAN ELECTION OF DIRECTORS. The BLUE proxy card
provides you an opportunity to vote on the Company's proposals other than the
election of directors: For more information about these proposals, please refer
to the proxy statement and form of proxy distributed by the Company. With
respect to these proposals, if no direction is made, my proxies will vote FOR
each such proposal, except that my proxies will vote AGAINST the Company's
proposal to adjourn the meeting if no direction is made on the BLUE proxy.

VOTING PROCEDURES. All of the shares represented by BLUE proxy cards
that are received prior to the Annual Meeting and are not subsequently revoked
will be voted in accordance with the directions specified therein. In the event
that no directions are specified, BLUE proxy cards that are not revoked will be
voted FOR my Nominees to be elected as directors of the Company and FOR the
election as directors of five of the Company's nominees, other than Messrs.

-2-

Holdsworth and Jager. Should any of my Nominees decline or prove unable to serve
as directors at the time of the Annual Meeting, proxies voted FOR such Nominees
and that are not revoked will be voted for nominees designated by me to fill any
vacancies by written notice to the Secretary of Anacomp at least five days prior
to the Annual Meeting. If you vote on my BLUE proxy card, you will have the
opportunity to withhold authority to vote your shares for up to two of my
Nominees by writing their names in the spaces provided beneath their names
across from the words "FOR, EXCEPT" on the enclosed proxy card.

PROXY REVOCATIONS. Any shareholder who has executed and returned a
proxy, whether solicited by the Company or by me, may revoke it at any time
before the proxy is voted. A proxy may be revoked by sending a written
revocation of such proxy to me or the Secretary of the Company, by submitting
another proxy with a later date marked on it or by appearing in person at the
Annual Meeting and voting. If, however, you hold your Shares through a bank or
broker and wish to vote at the Meeting, you will need to obtain a legal proxy
from that firm in order to be able to vote in person. Attendance at the meeting
will not, by itself, revoke a proxy.

REMEMBER, ONLY THE LATEST DATED PROXY CARDS WILL BE COUNTED AND
THEREFORE I URGE YOU TO SIGN AND RETURN A BLUE PROXY CARD. There is no limit on
the number of times that a shareholder may revoke a proxy prior to the Annual
Meeting. If you send written revocation of your proxy to the Secretary of the
Company, I am requesting that you send either the original or a copy of that
revocation to my proxy solicitor at the address on the back page of this proxy
statement. This will allow me to more accurately determine if and when the
requisite proxies have been received.

PLEASE NOTE, that in order to vote for my Nominees, you will need to
complete and return the BLUE proxy card, regardless of whether or not you send a
revocation.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

I propose that each of my Nominees be elected to the Company's board of
directors. If elected, my Nominees will serve until the 2005 Annual Meeting of
Shareholders or until their respective successors are elected and qualified. I
do not anticipate that any of my Nominees will be unable or unwilling to stand
for election or serve as directors. However, in the unlikely event that such is
the case, proxies submitted in favor of any Nominee may be voted for a
substitute designated my me. Background information for myself and each Nominee
is set forth below.

LLOYD I. MILLER, III (age 49) 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, Denny's Corporation,
Vulcan International and American Controlled Industries. 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

-3-

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. (from August 1990 until September 1993),
Executive Advisor at the Nickert Group (from 1989 through 1990) and Vice
President and Chief Investment Officer of The Provident Bank. 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 Senior Vice President and General
Counsel and then 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 Hotel and the Atlantic City Special
Improvement District. Mr. Bellis's business address is: Frank A. Bellis Jr.,
Provinceline Assoc. LLC, 10 Hanover Court, Jacobstown, New Jersey 08562.

IMPORTANT INFORMATION REGARDING THE RELATIONSHIPS BETWEEN EACH OF MY
NOMINEES AND THE COMPANY IS SET FORTH IN ANNEX A. SET FORTH IN ANNEX B IS A LIST
OF ALL SECURITIES OF THE COMPANY PURCHASED OR SOLD BY MR. MILLER AND HIS
ASSOCIATES WITHIN THE PAST TWO YEARS, THE DATES ON WHICH THEY WERE PURCHASED OR
SOLD AND THE NUMBER OF SHARES PURCHASED OR SOLD. ANNEX C SETS FORTH INFORMATION
REGARDING MR. MILLER'S SECURITY OWNERSHIP IN THE COMPANY.

REASONS FOR PROPOSAL NO. 1

I have initiated this proxy contest to increase the pressure on the
Company and its Board of Directors to improve its governance, independence and
financial expertise. In the time since this proxy contest was initiated, the
Board has made some progress in the area of corporate governance, both by
adopting Corporate Governance Guidelines and by amending Anacomp's Bylaws to
permit certain stockholders the right to call special meetings. Because I feel
that these developments represent positive change, I am no longer seeking
appointment of myself to the Board.

However, because the Board remains unbalanced in its representation of
its larger stockholders, and because I am seeking further change in the areas
described in this proxy statement, I continue to solicit your proxy in support
of the election of Messrs. Steele and Bellis to the Board of Directors of
Anacomp. I call your attention to the following points:

o Failure to approach the Company's lenders and negotiate a
buyback of Company shares in my opinion illustrates a LACK OF
INITIATIVE on the part of the Company and the Board to
increase cash flow per share for all shareholders.

-4-

o I believe that Mr. Mark Holdsworth is particularly unsuited to
represent the interests of all shareholders because of his
existing relationship with Mr. Tennenbaum, a current director
and affiliate of the Company's largest stockholder. My
Nominees, as advocates for all shareholders, will seek to
BALANCE THE INFLUENCE of shareholder representation on the
Board.

o Mr. Edward P. (Phil) Smoot served briefly as a board member of
Read-Rite Corporation and resigned just before Read-Rite filed
for bankruptcy protection. Affiliates of Mr. Tennenbaum (who
are currently the largest shareholders of the Company) were,
at that time, the largest secured creditors of Read-Rite. Such
INTERLINKED RELATIONSHIPS suggest that Anacomp would be BETTER
SERVED BY A MORE INDEPENDENT RELATIONSHIP BETWEEN THE CHAIRMAN
OF THE BOARD AND ANACOMP'S LARGEST STOCKHOLDER.

My own business and public company board of directors experience
demonstrates my commitment to enhancing shareholder value:

o My TRACK RECORD OF ENHANCING SHAREHOLDER VALUE includes
authorizing and supporting share buybacks and debt buybacks
and reducing costs as a member of the boards of directors of
various public companies. I believe that Anacomp's performance
will be enhanced if the Board takes decisive action to improve
shareholder value.

o WHEN NECESSARY, I HAVE SOUGHT BOARD PARTICIPATION BY PROXY
CONTEST with successful results. Such contests have caused me
to be nominated and elected to boards as I have worked to
enhance shareholder value over time for the benefit of
shareholders.

For more information on how the past actions and practices of the Board
have adversely affected the Company and how my Nominees will work to realize
value for all shareholders of Anacomp, please read the following section
entitled Supporting Statement.

SUPPORTING STATEMENT

NOMINATIONS BY SHAREHOLDERS. As a general matter, I believe that public
companies benefit from having independent individuals nominated by shareholders
serve on their boards. I believe that having boards composed solely of members
nominated by a company's existing directors tends to adversely affect director
independence and increases the likelihood that the board will simply serve to
"rubber stamp" decisions made by management and influential stockholders. My
beliefs are consistent with recent initiatives by the Securities and Exchange
Commission to improve shareholder access to the director nomination process. By
contrast, I believe that individuals nominated by shareholders are more likely
to advocate business practices intended to increase the returns to equity
stakeholders and are therefore better positioned to represent shareholders' true
interests.

-5-

RECENT RESTRUCTURING OF THE BOARD. Since my initial proxy letter was
filed, the Company has reacted in a surprising manner by restructuring its board
of directors. I call your attention to the unexpected resignations of David E.
Orr, the chairman of the compensation committee, and Ralph B. Bunje, Jr., the
chairman of the audit committee. Messrs. Orr and Bunje were also the only
independent directors on last year's "ad hoc" nominating committee.
Unexplainably, the most important "watch dog" positions were filled by two
directors who are now leaving the Board.

UNEXPLAINED FAILURE OF THE BOARD TO EFFECT A SHARE REPURCHASE PROGRAM.
The Company ended its third fiscal quarter of 2003 with cash and cash
equivalents of $18.0 million. During that time, the trading price of the
Company's common stock continued to languish. Although provisions contained in
the Company's Amended and Restated Revolving Credit Facility with Fleet Bank, as
syndication agent, limit the Company's ability to buyback shares, my Nominees
would propose having the Company seek an amendment from its lenders under that
facility that would permit the Company to initiate a share repurchase program.
Share repurchase programs of this type are frequently implemented by companies
with cash balances and poor stock performance as a means of increasing the value
to the holders of what is effectively an undervalued stock. I believe that
Anacomp is an excellent candidate for a program to repurchase stock when
advantageous from time to time. The current Board failed to take the necessary
steps to pursue such a share buyback arrangement.

SPECIAL RELATIONSHIPS ON THE BOARD. One of the Company's nominees for
director, Mr. Mark 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. The election of Mr. Holdsworth, who is a managing partner
of Tennenbaum Capital Partners, LLC, would increase the influence of Anacomp's
28 percent stockholder and thereby decrease the independence that good corporate
governance demands.

COSTS OF THIS PROXY FIGHT ARE AVOIDABLE. I call your attention to the
expenses the Company has incurred as a result of this proxy contest. As the
Company is no doubt aware, these expenses are avoidable if the board were
willing to increase the size of the board and nominate one or more of my
Nominees. I ask you to consider why the Company has instead selected two
affiliates of a stockholder with a 28% block of Anacomp stock and appears to be
unwilling to consider nominees who were nominated by a 17% stockholder who also
have experience serving on public boards.

BUSINESS RELATIONSHIPS BETWEEN THE CHAIRMAN OF THE BOARD AND THE
LARGEST STOCKHOLDER. While serving as the Chairman of the Board of Anacomp, Mr.
Smoot also served on the board of directors of another public company, Read-Rite
Corporation. On June 3, 2003, just six weeks after being appointed, Mr. Smoot
resigned from Read-Rite's board. Two weeks later, on June 18, 2003, Read-Rite
filed for bankruptcy protection under Chapter 7 of the United States Bankruptcy
Code. Read-Rite's largest secured creditor at the time of its bankruptcy filing
was Tennenbaum Capital Partners LLC, an entity affiliated with Michael E.
Tennenbaum, a current director of Anacomp. Affiliates of Mr. Tennenbaum are also
the largest stockholders of Anacomp and hold 28% of the Company's stock under a
special exception from the Company's poison pill limits.

-6-

Best practices suggest that the Company would be better served by greater
independence between the chairman of the board and Anacomp's largest
stockholder.

MY NOMINEES' COMMITMENT TO INCREASING SHAREHOLDER VALUE. My significant
experience as a director of public companies enables me to identify ways to
improve businesses and to maximize shareholder value.

o As stated in the Form 10-Q of Aldila, Inc. that was filed on
August 13, 2003, an initiative led by that company's board of
directors, on which I serve, reduced costs and adjusted
contractual arrangements with providers of legal, accounting,
insurance, banking and other administrative support services.

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. On January 28,
2004, Stamps.com announced that its Board of Directors
declared a one-time return of capital cash dividend of $1.75
per share to shareholders.

o As a member of the board of directors of American BankNote
Corporation, 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.

Mr. Steele and Mr. Bellis also have broad experience in senior
management positions and as directors of public companies that could benefit the
Company. Mr. Steele, for example, has firsthand practice controlling costs at
several companies, and Mr. Bellis has focused his career on advising emerging
companies in financial transition.

MY EXPERIENCE WITH PROXY CONTESTS. When necessary, I have sought Board
participation by proxy contest, with successful results. Although I have shown
the ability to

-7-

effect significant changes at other companies, my objectives with the Company
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. On January 14, 2004, Celeritek announced that its Board
of Directors declared an extraordinary cash dividend of $4.50
per share of common stock to shareholders.

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
the sale of all of the assets of FairMarket to eBay Inc., and
a cash dividend of $1.30 per share has been paid to
shareholders.

THE COMPANY'S QUESTIONABLE NOMINATION PROCESS IN 2003. In connection
with the 2003 Annual Meeting of Shareholders, Special Value Bond Fund II, an
entity controlled by Michael E. Tennenbaum, submitted a slate of directors for
election at the 2003 Annual Meeting. According to the proxy statement
distributed by the Company in advance of the 2003 Annual Meeting, the Company's
board of directors appointed an "ad hoc" committee to evaluate potential
candidates for election as directors. I believe that the "ad hoc" committee did
not constitute a proper nominating committee of the type proposed by the
Securities and Exchange Commission to be used in determining which nominees are
included on a public company's slate of candidates.

NEED FOR BALANCED REPRESENTATION ON THE BOARD. After I began this proxy
contest, Anacomp has made some progress in the area of corporate governance. The
Board of Anacomp has adopted Corporate Governance Guidelines as set forth in the
Company's definitive proxy statement. Also, after I began this proxy contest,
the Board amended Anacomp's Bylaws to permit holders of 15% or more of Anacomp
stock the right to call a special meeting of shareholders. Because I feel that
these developments represent positive change on the part of the Board, I am no
longer seeking appointment of myself to the Board of Anacomp. However, because 2
of the 7 directors on the Board are affiliated with a single large stockholder
and because further progress must be made in the area of corporate governance, I
continue to solicit your proxy in support of the election of Messrs. Steele and
Bellis to the Board of Directors of Anacomp.

NEED FOR OPEN BOARD DISCUSSIONS. I strongly believe in open Board
discussions and the expression of independent views. Accordingly, I question
whether the Company's expressed fears about "divisiveness" of my Nominees in
fact demonstrates a lack of open and independent debate on the existing Board.

DO INDIANA ANTITAKEOVER PROTECTIONS APPLY TO MR. TENNENBAUM? Anacomp
has publicly disclosed the protective effects of the Indiana antitakeover law.
This protective law is potentially important to Anacomp right now because Mr.
Tennenbaum and one of his business associates represent more than one-fourth of
the Company's nominees for director and Mr. Tennenbaum has already been granted
a special exception under Anacomp's stockholder rights plan to own his 28
percent block of common stock. I URGE ANACOMP TO STATE PUBLICLY whether Mr.
Tennenbaum is restricted from acquiring the Company under the Indiana
antitakeover law. If Mr. Tennenbaum is currently restricted from acquiring
Anacomp, I believe the Company should publicly state the date on which Mr.
Tennenbaum will cease to be restricted from acquiring the Company through a
business combination. I believe that these disclosures are highly relevant to
the process used by the Company in nominating both Mr. Tennenbaum and his
business associates to the board of directors.

CONCLUSION. I believe that improving the quality and independence of
the Company's board of directors and authorizing a share buyback would serve to
increase shareholder value and better position the Company to represent
shareholders' true interests. I believe that the policy changes advocated by my
Nominees would encourage management to operate the Company as profitably as
possible. If elected,

-8-

my Nominees are committed to making the Company more accountable to all
shareholders and to balancing the influence of all shareholders on the
Board.

VOTING PROCEDURES

To vote FOR Mr. Steele and Mr. Bellis as directors, please sign and
date the enclosed BLUE proxy card and return it to my proxy solicitor in the
enclosed postage-prepaid envelope. Submitting a proxy will not affect your right
to attend the Annual Meeting and vote in person.
HOW DO I VOTE IN PERSON IF I AM A RECORD HOLDER?

If you held shares of Class A or Class B common stock of the Company of
record on the Record Date you may attend the Annual Meeting and vote in person.

HOW DO I VOTE BY PROXY IF I AM A RECORD HOLDER?

To vote by proxy, you should complete, sign and date the BLUE proxy
card and return it promptly in the enclosed postage-prepaid envelope. To be able
to vote your shares in accordance with your instructions at the Annual Meeting,
we must receive your proxy as soon as possible but in any event prior to the
meeting. You may vote your shares without submitting a proxy to us if you vote
in person.

WHAT IF I AM NOT THE RECORD HOLDER OF MY SHARES?

If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can give a proxy with respect to your shares. You
may have received either a BLUE proxy card from the record holder (which you can
complete and send directly to my proxy solicitor) or an instruction card (which
you can complete and return to the record holder to direct its voting of your
shares). If the record holder has not sent you either a BLUE proxy card or an
instruction card, you may contact the record holder directly to provide it with
instructions.

You may receive more than one set of voting materials, including
multiple copies of this proxy statement and multiple proxy cards or voting
instruction cards. For example, if you hold shares in more than one brokerage
account, you may receive a separate voting instruction card for each brokerage
account in which your shares are held. You should complete, sign and date and
return each BLUE proxy card and voting instruction card you receive.

You may also receive a white proxy or voting instruction card that is
being solicited by the Company's board of directors. I urge you to discard any
white proxy card or voting instruction card sent to you by the Company. If you
have previously signed a white proxy card or voting instruction card sent by the
Company, we urge you to sign, date and promptly mail the enclosed BLUE proxy
card or voting instruction card for the Annual Meeting. By doing so, you will
revoke any earlier dated proxy card or voting instruction card solicited by the
Company's board of directors. It is very important that you date your proxy. It
is not necessary to contact the Company for your revocation to be effective.

If you need assistance, please contact my proxy solicitor by telephone
at (800) 249-7140.

-9-

If you do not have record ownership of your shares and want to vote in
person at the Annual Meeting or if you are voting for someone else at the Annual
Meeting, you may obtain a document called a "legal proxy" from the record holder
of the shares or such other person and bring it to the Annual Meeting. If you
need assistance, please contact my proxy solicitor by telephone at (800)
249-7140.

WHAT SHOULD I DO IF I RECEIVE A WHITE PROXY CARD FROM THE COMPANY'S
MANAGEMENT?

Proxies on the white proxy card are being solicited by the Company's
management. If you submit a proxy to us by signing and returning the enclosed
BLUE proxy card, do not sign or return the white proxy card or follow any voting
instructions provided by the Company unless you intend to change your vote,
because only your latest dated proxy will be counted.

If you have already sent a white proxy card to the Company, you may
revoke it and vote for me by signing, dating and returning the enclosed BLUE
proxy card.

WHAT IF I WANT TO REVOKE MY PROXY OR CHANGE MY VOTING INSTRUCTION?

If you give a proxy, you may revoke it at any time before it is voted
on your behalf. If you hold shares in your own name (i.e., not through a bank or
brokerage firm), you may do so by:

o delivering a later dated proxy to my proxy solicitor using the
enclosed postage paid envelope; or

o voting in person at the Annual Meeting.

If you hold your shares in street name, you may change your vote by:

o submitting a new proxy card or voting instruction form to your
broker or nominee; or

o attending the Annual Meeting and voting in person, provided
you have obtained a signed legal proxy from the record holder
giving you the right to vote your shares.

REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS.

IF I PLAN TO ATTEND THE ANNUAL MEETING, SHOULD I STILL SUBMIT A PROXY?

Whether you plan to attend the Annual Meeting or not, we urge you to
submit a proxy. Returning the enclosed proxy card will not affect your right to
attend the Annual Meeting and vote.

WHO CAN VOTE?

You are eligible to vote or to execute a proxy only if you owned shares
of Class A or Class B common stock of the Company on the Record Date. Even if
you sell your shares after the Record Date, you will retain the right to execute
a proxy in connection with the Annual

-10-

Meeting. It is important that you grant a proxy regarding shares you held on the
Record Date, or vote those shares in person, even if you no longer own those
shares. Based upon the definitive proxy statement of the Company, approximately
4,043,934 shares of the Company's common stock were issued and outstanding on
the Record Date.

HOW MANY VOTES DO I HAVE?

With respect to each matter to be considered at the Annual Meeting, you
are entitled to one vote for each share of Class A or Class B common stock owned
on the Record Date. Based on documents publicly filed by the Company, the
Company has no outstanding voting securities other than its common stock.

HOW WILL MY SHARES BE VOTED?

If you give a proxy on the accompanying BLUE proxy card, your shares
will be voted as you direct. If you submit a signed BLUE proxy card to my proxy
solicitor without instructions, your shares will be voted FOR the election of
Mr. Steele and Mr. Bellis as directors and FOR the election as directors of five
of the Company's nominees, other than Messrs. Holdsworth and Jager, who will be
selected by me. Your submission of a signed BLUE proxy card without instructions
will also entitle me to vote your shares in my discretion on matters not
described in this proxy statement that I do not know, a reasonable time before
this solicitation, are to be presented to the Annual Meeting and that properly
come before the Annual Meeting or any adjournment or postponement thereof.

For information regarding the Company's nominees for election as
directors, please refer to the Company's definitive proxy statement. There can
be no assurance that the Company's nominees for whom I vote will serve if
elected with any or all of my Nominees.

If holders of Class A or Class B common stock of the Company who hold
such shares in street name do not provide voting instructions, their shares will
not be voted and will therefore be considered broker "non-votes."

Unless a proxy specifies otherwise, it will be presumed to relate to
all shares held of record on the record date by the person who submitted it.

WHAT IS A QUORUM AND WHY IS IT NECESSARY?

Under the Company's amended and restated bylaws, a quorum of
shareholders is necessary to have a valid shareholders' meeting. A majority of
the shares of the Company's Class A and Class B common stock issued and
outstanding and entitled to vote on the Record Date must be present in person or
by proxy at the Annual Meeting in order for a quorum to be established.
Abstentions and broker "non-votes" count as being present for purposes of
establishing a quorum. A broker "non-vote" occurs on an item when a broker is
not permitted to vote on that item without instructions from the beneficial
owner of the shares and no instructions are given. Shares held by the Company in
its treasury do not count toward the quorum.

-11-

WHAT VOTE IS REQUIRED TO ELECT A DIRECTOR AND APPROVE EACH PROPOSAL AND
HOW WILL VOTES BE COUNTED?

The Company currently has seven directors, each of whom serves for a
one-year term or until his successor is elected and qualified. The Company's
Class A and Class B common stock are the only classes of securities entitled to
vote at the Annual Meeting. Each shareholder is entitled to one vote for each
share of Class A or Class B common stock held of record by such shareholder as
of the close of business on the Record Date. Directors are elected by a
plurality of the votes cast in their favor by holders of shares present in
person, or represented by proxy, and entitled to vote at the Annual Meeting,
assuming the presence of a quorum. Abstentions and broker "non-votes" will be
included in determining whether a quorum is present at a meeting, but will not
have an effect on the outcome of a vote for directors. Shares of the Company's
Class A and Class B common stock will not be cumulatively voted. The proposals
of the Company other than the election of directors will be subject to the
voting requirements described in the Company's proxy statement.

CAN THE MEETING BE ADJOURNED OR POSTPONED?

The amended and restated bylaws of the Company provide that a
shareholders' meeting may be adjourned, even if a quorum is present, as long as
the Company's board of directors fixes a new record date for the adjourned
meeting that is no more than 120 days after the date fixed for the original
meeting.

HOW CAN I RECEIVE MORE INFORMATION?

If you have any questions about giving your proxy or about our
solicitation, or if you require assistance, please call our proxy solicitor
at (800) 249-7140.

PROXY SOLICITATION AND EXPENSES

Proxies may be solicited by mail, telephone, telefax, telegraph, the
Internet, e-mail, newspapers and other publications of general distribution and
in person. In connection with this solicitation of proxies, banks, brokers,
custodians, nominees, other institutional holders and other fiduciaries will be
asked to forward all soliciting materials to the beneficial owners of the shares
that those institutions hold of record. I will reimburse those institutions for
reasonable expenses that they incur in connection with forwarding these
materials.

I have retained a proxy solicitor to solicit proxies in connection with
the Annual Meeting. My proxy solicitor may solicit proxies from individuals,
banks, brokers custodians, nominees, other institutional holders and other
fiduciaries and will employ approximately 15 people in its efforts. I have
agreed to reimburse my 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. It is currently expected that the fees payable to
my proxy solicitor in connection with this proxy solicitation will not exceed
$35,000. To date, my proxy solicitor has not received any fees for its services.

-12-

The name and address of my proxy solicitor is as follows:

The Altman Group, Inc.
1275 Valley Brook Avenue
Lyndhurst, NJ 07071

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. I am bearing the
entire expense of this proxy solicitation. Total expenditures are expected to be
approximately $320,000. Total payments of costs to date are approximately
$155,000.

YOUR VOTE IS IMPORTANT. IT WILL HELP DECIDE WHETHER THE SHAREHOLDERS
WILL HAVE AN ADEQUATE VOICE IN THE AFFAIRS OF THE COMPANY. PLEASE MARK, SIGN AND
DATE THE BLUE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE.

-13-

ANNEX A

RELATIONSHIPS BETWEEN THE NOMINEES

AND THE COMPANY

None of my Nominees holds any position or office with the Company, and
no arrangements or understandings exist between any of my Nominees and any other
person with respect to any future employment by the Company or its affiliates or
any future transactions to which the Company 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 my Nominees has any family
relationship with any director or executive officer of the Company. None of
Nominees is or has been engaged 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 my Nominees has been convicted in a
criminal proceeding during the past ten years. Additionally, none of my Nominees
nor any associate of a Nominee is a party adverse to the Company in a material
proceeding or otherwise has a material interest adverse to the Company.

None of my Nominees nor any company that any of my Nominees is
associated with has any business relationship with the Company. None of my
Nominees nor any family member of any of my Nominees is or has in the last year
been indebted to the Company for an amount exceeding $60,000 or have any
interest in any transactions, involving an amount exceeding $60,000, to which
the Company is a party. Please note that Mr. Miller previously served as a
director of the Company. 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 of 1934, as amended (the "Exchange Act").

Mr. Miller was not late filing any reports required by Section 16(a) of
the Exchange Act, 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 the
Company's parent or subsidiaries. Neither Mr. Steele nor Mr. Bellis beneficially
owns, directly or indirectly, any securities of the Company, its parent or its
subsidiaries.

Mr. Miller may be deemed to beneficially own 699,480 shares of common
stock of the Company. Mr. Miller is the record holder of 60,654 of these shares.

Attached as Annex B is a list of all securities of the Company
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 the Company.

Trust A-4, Trust C, Milgrat I(A), Milfam I, L.P., Milfam II, L.P., and
Martin Miller Managed may be deemed to be associates of Mr. Miller under
Regulation 14A. Set forth in

A-1

Annexes B and C are (i) lists of all shares of common stock owned beneficially,
directly and indirectly, by each associate and (ii) the addresses of each
associate.

A-2

ANNEX B

PURCHASES AND SALES OF SECURITIES BY

LLOYD I. MILLER, III AND ASSOCIATES

The following table sets forth information with respect to all
purchases and sales by the participant in this solicitation and his associates
during the past two years. Except as set forth below, the participant and his
associates have not purchased or sold securities of the Company within the past
two years. The transactions listed below were made on the open market at market
prices.

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
A4 9/4/2003 50,000
M-2 9/9/2003 45,000
A4 9/9/2003 45,000
Milgrat I(A) 11/4/2003 (22,216)**
C 11/4/2003 22,216**
Milgrat I(A) 12/4/2003 (30,414)***
Lloyd 12/4/2003 15,207***
Martin Miller Managed 12/4/2003 15,207***
A4 12/4/2003 15,000
A4 12/5/2003 487
Milfam II 12/10/2003 25,000
</Table>

* On November 4, 2002 Milgrat I(A) transferred 20,417 shares of common stock to
Trust C as an annuity payment.

** On November 4, 2003 Milgrat I(A) transferred 22,216 shares of common stock to
Trust C as an annuity payment.

*** On December 4, 2003 Milgrat I(A) transferred 30,414 shares of common stock
(15,207 shares of common stock to each of Lloyd and Martin Miller Managed) as a
result of the termination of Milgrat I(A).

B-1

LEGEND

Trust A-4 ("A4") Lloyd I. Miller, III ("Miller") is the
advisor to Trust A-4 and Trust C (the
Alan Goldman, VP "Trusts"). Trust A-4 was created pursuant to
PNC Bank, N.A. a Declaratory Judgment, signed by the
500 PNC Center Honorable Wayne F. Wilke for the Court of
201 East Fifth Street Common Pleas, Probate Division, Hamilton
Cincinnati, OH 45202 County, Ohio, on October 17, 1992, pursuant
to which Trust A was split into four
separate trusts. The Trusts were created
Trust C ("C") pursuant to an Amended and Restated Trust
Agreement (the "Trust Agreement"), dated
Alan Goldman, VP September 20, 1983. Miller was named as
PNC Bank, N.A. advisor to PNC Bank, Ohio, N.A. (formerly
500 PNC Center The Central Trust Company, N.A., Cincinnati
201 East Fifth Street Ohio), the trustee named in the Trust
Cincinnati, OH 45202 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 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,
Steve Hendrickson dated November 5, 2001, all of the shares
Northern Trust Company purchased in Trust C were transferred into a
50 South Lasalle Street grantor retained annuity 50 trust ("MILGRAT
Chicago, IL 60675 I(A)"). On November 4, 2002, 20,417 of the
shares were transferred back to Trust C from
Milgrat I(A) as an annuity distribution
pursuant to the Irrevocable Trust Agreement.
On November 4, 2003, 22,216 of the shares
were transferred back to Trust C from
Milgrat I(A) as an annuity distribution
pursuant to the Irrevocable Trust Agreement.
On December 4, 2003 Milgrat I(A) transferred
15,207 shares of common stock to each of
Lloyd and Martin Miller Managed and Milgrat
I(A) was subsequently terminated.

Milfam I, L.P. ("M-1") Miller is the manager of Milfam LLC, an Ohio
limited liability company established
Alan Goldman, VP pursuant to the Operating Agreement of
PNC Bank, N.A. Milfam LLC, dated as of December 10, 1996.
500 PNC Center Milfam LLC is the managing general partner
201 East Fifth Street of (i) Milfam I, L.P., a Georgia limited
Cincinnati, OH 45202 partnership established pursuant to the
Partnership Agreement for Milfam I, L.P.,
Milfam II, L.P. ("M-2") dated December 11, 1996, and (ii) Milfam II,
L.P. a Georgia limited partnership
Steve Hendrickson established, pursuant to the Partnership
Northern Trust Company Agreement for Milfam II, L.P., dated
50 South Lasalle Street December 11, 1996. All of the shares Miller
Chicago, IL 60675 may be 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, 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
</Table>

B-2

<Table>

Martin Miller Managed Martin Miller Managed is a custody account
("Martin Miller Managed") held in the name
Alan Goldman, V.P. of Martin G. Miller, brother of Lloyd I.
PNC Bank, N.A. Miller, III. Martin Miller Managed was
500 PNC Center created pursuant to a Custody Agreement
201 East Fifth Street dated as of December 9, 2003. Lloyd I.
Cincinnati, OH 45202 Miller, III shares voting power and
investment power with Martin G. Miller with
respect to securities held of record by
Martin Miller Managed.
</Table>

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

B-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 699,480(1) 17.33%
4550 Gordon Drive
Naples, Florida 34102
</Table>

- ----------

(1) As of December 22, 2003, 233,707 of such shares are beneficially
owned by Trust A-4; 42,633 of such shares are beneficially owned by Trust C;
126,347 of such shares are beneficially owned by Milfam I, L.P.; 220,932 of such
shares are beneficially owned by Milfam II, L.P.; 60,654 of such shares are
owned of record by Miller directly; and 15,207 of such shares are beneficially
owned by Martin Miller Managed. This information shall not be deemed an
admission that Lloyd I. Miller, III is the beneficial owner of any of the equity
securities mentioned above, other than the shares he holds of record.

B-4

FORM OF PROXY

THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF ANACOMP, INC.
BY LLOYD I. MILLER, III FOR THE FEBRUARY 26, 2004 ANNUAL MEETING OF SHAREHOLDERS
OF ANACOMP, INC., AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

The undersigned holder of shares of common stock of Anacomp, Inc., an
Indiana corporation (the "Company"), hereby appoints Lloyd I. Miller, III as
attorney and proxy for the undersigned, with full powers of substitution, to
represent the undersigned and vote on behalf of the undersigned all shares of
common stock of the Company that the undersigned is entitled to vote at the
Annual Meeting of the Shareholders of the Company to be held at 10:00 a.m.
Pacific Time of February 26, 2004 and any adjournments or postponements thereof,
as specified on this proxy. The undersigned hereby acknowledges receipt of the
Proxy Statement of Lloyd I. Miller, III and hereby revokes any proxy previously
given.

PROPOSAL 1. ELECTION OF DIRECTORS:

(a) Mr. Miller's Nominees

To elect RAYMOND L. STEELE and FRANK L. BELLIS, JR. ("my Nominees") as directors
of the Company:

[ ] FOR [ ] WITHHOLD [ ] FOR, EXCEPT
-------------------------
[you may write in the
name of any Nominee here]

EXPLANATORY NOTE: To vote to elect Messrs. Steele and Bellis as directors of the
Company, place an "X" next to the word "FOR" in the space provided immediately
beneath their names. To withhold authority to vote to elect Messrs. Steele and
Bellis as directors of the Company, place an "X" next to the word "WITHHOLD" in
the space provided immediately beneath their names. To vote to elect one but not
both of my Nominees as directors of the Company, place an "X" next to the words
"FOR, EXCEPT" in the space provided in the second row beneath their names and
write in the name of the Nominee for whom you wish to withhold your vote in the
space provided. Your shares will note be voted in favor of any Nominee whose
name is written in the spaces provided across from the words "FOR, EXCEPT."

(b) The Company Nominees

Mr. Miller intends to us this proxy to vote for persons who have been nominated
by the Company to serve as directors, other than the Company nominees listed
below. You may withhold authority to vote for one or more additional Company
nominees, by writing the name of the nominee(s) below. You should refer to the
proxy statement and form of proxy distributed by the Company for the names,
background, qualifications and other information concerning the Company
nominees.

There is no assurance that any of the Company nominees will serve as directors
if any of my Nominees are elected to the board.

Company nominees with respect to whom Mr. Miller is NOT seeking authority to
vote for and WILL NOT exercise any such authority:

MARK HOLDSWORTH, FRED G. JAGER

Write in the names of any additional Company nominees for which you withhold
authority to vote:
--------------------------------------------------------------

BY SIGNING AND RETURNING THIS PROXY, YOU HEREBY AGREE THAT LLOYD I. MILLER, III,
IN HIS DISCRETION AS PROXY, WILL HAVE THE AUTHORITY TO VOTE YOUR SHARES IN FAVOR
OF THE ELECTION OF ANY FIVE NOMINEES PROPOSED BY THE COMPANY FOR ELECTION AS
DIRECTORS OTHER THAN MARK HOLDSWORTH, FRED G. JAGER AND ANY ADDITIONAL COMPANY
NOMINEES FOR WHICH AUTHORITY TO VOTE IS EXPRESSLY WITHHELD ABOVE.

IF THIS PROXY IS SIGNED AND NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
MESSRS. BELLIS AND STEELE AND FOR FIVE OF THE COMPANY'S NOMINEES OTHER THAN
MESSRS. HOLDSWORTH AND JAGER.

PLEASE COMPLETE, SIGN AND DATE THE REVERSE SIDE OF
THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

Proposal Nos 2, 3, 4, 5 and 6 are proposals not related to the election of
directors that the Company proposes to submit in its proxy statement. They are
included in this proxy to afford shareholders the opportunity to vote for,
against, or abstain with respect to such proposals. For more information about
these proposals, please refer to the proxy statement distributed by the Company.

The shares represented by this proxy will be voted as directed by you, the
shareholder. WITH RESPECT TO PROPOSAL NOS 2, 3, 4 AND 5, IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR SUCH PROPOSALS. WITH RESPECT TO PROPOSAL NO.
6, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AGAINST SUCH PROPOSAL.

PROPOSAL NO. 2: AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION TO
DELETE SECTION 3 OF ARTICLE VII THEREOF.