<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


         (Mark One)
         [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
                  DECEMBER 31, 2000.

                                       or

         [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                  ____________ TO____________


                         Commission File Number: 1-8328


                                  ANACOMP, INC.
             (Exact name of registrant as specified in its charter)


           INDIANA                                    35-1144230
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)



                12365 CROSTHWAITE CIRCLE, POWAY, CALIFORNIA 92064
                                 (858) 679-9797
    (Address, including zip code, and telephone number, including area code,
                        of principal executive offices)


         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.        Yes  X  No
                                                     ---    ---

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.       Yes  X  No
                                ---    ---

         As of January 31, 2001, the number of outstanding shares of the
registrant's common stock, $.01 par value per share, was 14,571,198.


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>

   PART I.         FINANCIAL INFORMATION                                                           PAGE
   <S>                                                                                             <C>
   Item 1.         Financial Statements:

                       Condensed Consolidated Balance Sheets at
                            December 31, 2000 and September 30, 2000........................         2

                       Condensed Consolidated Statements of Operations
                            Three Months Ended December 31, 2000 and 1999...................         3

                       Condensed Consolidated Statements of Cash Flows
                            Three Months Ended December 31, 2000 and 1999...................         4

                       Notes to the Condensed Consolidated Financial Statements.............         5

   Item 2.         Management's Discussion and Analysis of Financial
                            Condition and Results of Operations.............................         10


   Item 3.         Quantitative and Qualitative Disclosures About Market Risk...............         15


   PART II.        OTHER INFORMATION

   Item 1.         Legal Proceedings........................................................         16

   Item 6.         Exhibits and Reports on Form 8-K.........................................         16

   SIGNATURES.............................................................................           17

</TABLE>


                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                              December 31,        September 30,
(in thousands)                                                                    2000                 2000
                                                                           -------------------  -------------------
ASSETS                                                                          (Unaudited)
<S>                                                                        <C>                  <C>
Current assets:
    Cash and cash equivalents...........................................        $    22,548          $    13,988
    Accounts and notes receivable, net..................................             51,735               53,560
    Current portion of long-term receivables, net.......................              2,068                1,763
    Inventories.........................................................              8,119                8,297
    Prepaid expenses and other..........................................              5,459                7,834
                                                                           -------------------  -------------------
Total current assets....................................................             89,929               85,442

Property and equipment, net.............................................             41,612               45,197
Long-term receivables, net of current portion...........................              2,888                1,864
Goodwill................................................................             95,748               98,427
Other assets............................................................              7,244                7,359
                                                                           -------------------  -------------------
                                                                               $    237,421         $    238,289
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                             -------------------  -------------------
Current liabilities:
    Senior secured revolving credit facility............................       $     57,575         $     57,650
    10-7/8% senior subordinated notes payable...........................            311,193              311,272
    Accounts payable ...................................................             18,971               19,737
    Accrued compensation, benefits and withholdings.....................             15,110               15,239
    Accrued income taxes................................................              3,371                3,638
    Accrued interest....................................................             26,023               17,647
    Other accrued liabilities...........................................             32,906               33,490
                                                                           -------------------  -------------------
Total current liabilities...............................................            465,149              458,673
                                                                           -------------------  -------------------
Long-term liabilities:
    Other long-term liabilities.........................................             10,485               10,542
                                                                           -------------------  -------------------
Total long-term liabilities.............................................             10,485               10,542
                                                                           -------------------  -------------------
Stockholders' equity (deficit):
    Preferred stock.....................................................                ---                  ---
    Common stock........................................................                146                  146
    Additional paid-in capital..........................................            111,324              111,324
    Accumulated other comprehensive loss................................             (5,013)              (5,402)
    Accumulated deficit.................................................           (344,670)            (336,994)
                                                                           -------------------  -------------------
Total stockholders' deficit.............................................           (238,213)            (230,926)
                                                                           -------------------  -------------------
                                                                               $    237,421         $    238,289
                                                                           ===================  ===================

</TABLE>

        See the notes to the condensed consolidated financial statements


                                       2
<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                       December 31,
                                                                             --------------------------------
(in thousands, except per share amounts)                                         2000                 1999
                                                                             -----------          -----------
<S>                                                                          <C>                  <C>
Revenues:
    Services...........................................................      $    60,615          $    72,530
    Equipment and supply sales.........................................           21,526               29,294
                                                                             -----------          -----------
                                                                                  82,141              101,824
                                                                             -----------          -----------
Cost of revenues:
    Services...........................................................           39,205               45,829
    Equipment and supply sales.........................................           14,755               18,423
                                                                             -----------          -----------
                                                                                  53,960               64,252
                                                                             -----------          -----------
Gross profit...........................................................           28,181               37,572
Costs and expenses:
    Engineering, research and development..............................            1,737                2,481
    Selling, general and administrative................................           20,542               23,108
    Amortization of reorganization asset...............................              ---               12,003
    Amortization of intangible assets..................................            2,680                5,374
                                                                             -----------          -----------

Operating income (loss) ...............................................            3,222               (5,394)

Other income (expense):
    Interest income....................................................              356                  282
    Interest expense and fee amortization..............................          (11,121)              (9,596)
    Other..............................................................              254                   25
                                                                             -----------          -----------
                                                                                 (10,511)              (9,289)
                                                                             -----------          -----------
Loss before provision for income taxes.................................           (7,289)             (14,683)
Provision for income taxes.............................................              387                  521
                                                                             -----------          -----------
Net loss...............................................................      $    (7,676)        $    (15,204)
                                                                             ===========         ============

Basic and diluted per share data:
     Basic and diluted net loss........................................      $     (0.53)        $      (1.06)
                                                                             ===========         ============

     Shares used in computing basic and diluted net loss per share.....           14,569               14,345
                                                                             ===========         ============

</TABLE>

        See the notes to the condensed consolidated financial statements


                                       3
<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                    Three Months Ended
                                                                                        December 31,
                                                                             --------------------------------
(in thousands)                                                                   2000                 1999
                                                                             -----------          -----------
<S>                                                                          <C>                  <C>
Cash flows from operating activities:
    Net loss...........................................................      $    (7,676)         $   (15,204)

    Adjustments to reconcile net loss to net
        cash provided by (used in) operating activities:
      Depreciation and amortization....................................            8,374               21,798
      Non-cash compensation............................................              ---                   86
      Change in assets and liabilities:
        Decrease in accounts and other receivables.....................              322                7,336
        Decrease (increase) in inventories.............................              126               (3,733)
        Decrease (increase) in prepaid expenses and other assets.......            1,345               (2,593)
        Decrease in accounts payable, accrued expenses and other
           liabilities.................................................           (2,003)              (7,965)
        Increase (decrease) in accrued interest........................            8,376               (8,472)
                                                                             -----------          -----------
         Net cash provided by (used in) operations.....................            8,864               (8,747)
                                                                             -----------          -----------

Net cash used in investing activities:
    Purchases of property and equipment................................             (993)              (3,639)
                                                                             -----------          -----------
Cash flows from financing activities:
    Proceeds from the exercise of options..............................              ---                  480
    Repurchases of common stock........................................              ---               (1,596)
    Proceeds from liquidation of currency swap contracts...............              763                  ---
    Net proceeds from revolving line of credit.........................              ---               12,000
    Principal payments on line of credit ..............................              (75)                 ---
                                                                             -----------          -----------
         Net cash provided by financing activities.....................              688               10,884
                                                                             -----------          -----------
Effect of exchange rate changes on cash................................                1               (1,231)
                                                                             -----------          -----------
Increase (decrease) in cash and cash equivalents.......................            8,560               (2,733)
Cash and cash equivalents at beginning of period.......................           13,988               11,144
                                                                             -----------          -----------
Cash and cash equivalents at end of period.............................      $    22,548          $     8,411
                                                                             ===========          ===========
Supplemental Information:
  Cash paid for interest...............................................      $     1,941          $    17,528
                                                                             ===========          ===========
  Cash paid for income taxes...........................................      $       654          $     1,735
                                                                             ===========          ===========

</TABLE>

        See the notes to the condensed consolidated financial statements


                                       4
<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.  COMPANY OPERATIONS AND LIQUIDITY ISSUES

Anacomp, Inc. ("Anacomp" or the "Company") reported a loss totaling $7.7 million
and positive cash flows from operations of $8.9 million for the first quarter of
fiscal 2001. As of December 31, 2000, the Company has a working capital
deficiency of $375 million, including $311 million in senior subordinated notes,
and a stockholders' deficit of $238 million.

The Company is experiencing significant liquidity issues and is in default of
its senior secured revolving credit facility totaling $57.6 million at
December 31, 2000. The Company and the senior secured revolving credit
facility lenders are operating under an agreement that amends and continues
the credit facility and provides Anacomp with a forbearance of default
remedies valid through February 28, 2001, with respect to those covenants of
which the Company is in default. The forbearance agreement places additional
restrictions on the credit facility and requires the Company to meet
additional covenants and operating requirements, including limitations on
certain spending activities. The Company and the Bank Group (See Note 4) are
currently negotiating an extension of the forbearance agreement and an
amendment of the existing revolving credit facility.

On October 1, 2000, the Company did not make a required $17 million interest
payment to the holders of the Company's senior subordinated notes totaling $311
million at December 31, 2000. The Company has continued discussions with certain
of the holders of the senior subordinated notes and their legal and financial
advisors to explore various alternatives to resolve the Company's liquidity
situation, including a possible debt restructuring (see Note 5).

Management continues to work with its lenders and their advisors in order to
address the defaults as well as to explore possible financing alternatives.
Management has been evaluating all of the Company's operations, determining its
strategic direction and taking actions aimed at satisfying and restructuring its
debt obligations and improving operations and cash flows. The Company is
exploring multiple alternatives, such as possible discontinuance or sale of
certain of its business units or parts thereof, and fundamental changes in its
corporate activities and structure. The Company is in varying stages of
discussions with third parties regarding possible sales of certain assets and
lines of business. The Company continued to reduce the level of expenditure in
its docHarbor business unit during the first quarter of fiscal 2001 to reduce
cash outflows and bring costs more in line with expected revenue growth, as well
as to comply with requirements imposed by its senior secured revolving credit
lenders. On January 17, 2001, the Company announced it had entered into a
non-binding Letter of Intent to sell 100% of the docHarbor business unit to a
large corporate buyer. The transaction is subject to certain approvals, due
diligence, negotiation of acceptable terms and conditions of a definitive
agreement and satisfaction of required closing conditions. It is expected that
Anacomp's Document Solutions business will continue to use docHarbor's services
for its Internet-based document services. Although there can be no assurance the
sale will be consummated, it is expected that terms of the sale will be
finalized in the second quarter of fiscal 2001. If the sale is not completed,
the Company will continue to evaluate its docHarbor business in an effort to
preserve cash and meet its other commitments. During the first quarter,
management has continued to take actions in an effort to improve operating
results and cash flows.

In the event the senior secured lenders accelerate the required payment of
Anacomp's outstanding borrowings, the Company's ability to make such payment
would be dependent on generating sufficient cash from potential asset sales
discussed above or obtaining alternate financing. There can be no assurance that
the Company will be able to execute potential asset sales or obtain alternate
financing on terms acceptable to the Company, if at all, or in amounts
sufficient to satisfy the Company's obligations.

In the event the senior subordinated note holders accelerate payment of
Anacomp's outstanding notes, the Company would not have resources available to
repay such notes. Through February 13, 2001, no action has been taken by the
senior subordinated note holders to declare the unpaid principal and interest to
be due and payable. There can be no assurance that the senior subordinated note
holders will continue not to declare the notes and related interest immediately
due and payable.


                                       5
<PAGE>


In an event of acceleration of any of the Company's indebtedness, it is possible
that the Company may be required to seek protection under bankruptcy laws,
either voluntarily or involuntarily.

The accompanying condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed above
and as shown in the accompanying financial statements, the Company has operating
and liquidity concerns that raise substantial doubt about the Company's ability
to continue as a going concern. There can be no assurance that the Company will
be able to restructure successfully its indebtedness or that its liquidity and
capital resources will be sufficient to maintain its normal operations. The
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

The report of the Company's independent public accountants on the Company's
financial statements included in its Form 10-K for the year ended September 30,
2000 contained a modification related to the Company's ability to continue as a
going concern.

NOTE 2.  BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the
accounts of Anacomp and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated. These financial
statements, except for the balance sheet as of September 30, 2000, have not been
audited but, in the opinion of the Company's management, include all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the Company's financial position, results of operations and cash
flows for all periods presented. These financial statements should be read in
conjunction with the Company's financial statements and notes thereto for the
year ended September 30, 2000, included in the Company's fiscal 2000 Annual
Report on Form 10-K. Interim operating results are not necessarily indicative of
operating results for the full year or for any other period.

NOTE 3.  MANAGEMENT ESTIMATES AND ASSUMPTIONS

The Company's preparation of the accompanying condensed consolidated financial
statements in conformity with generally accepted accounting principles requires
its management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Estimates have been prepared
on the basis of the most current available information and actual results could
differ from those estimates. Certain prior period amounts have been reclassified
to conform to the current period presentation.

NOTE 4.  SENIOR SECURED REVOLVING CREDIT FACILITY

The Company has a senior secured revolving credit facility ("the Facility") with
a syndicate of banks and Fleet National Bank ("Fleet") as agent (collectively,
"the Bank Group"). The outstanding borrowings under the Facility were $57.6
million at December 31, 2000. With the release of the Company's financial
results at June 30, 2000, the Company was in violation of certain of its
financial covenants. During the third quarter of fiscal 2000, the Company
reached an agreement with the Bank Group to amend the Facility and to provide
Anacomp with a waiver, which was in effect through October 26, 2000, with
respect to those covenants of which the Company is in default. On October 26,
2000, the Bank Group declared Anacomp in violation of certain financial
covenants of the Facility and the Company entered into a forbearance agreement
with the Bank Group to amend the Facility and to delay the exercise of certain
rights and remedies provided to the Bank Group under the Facility until February
28, 2001.

As discussed above, the Company is not in compliance with certain of the
covenants and is operating under a forbearance agreement with the Bank Group.
Management believes that the Company has been in compliance with the forbearance
agreement and has made progress in improving the business operations of the
Company. Management believes that the Company's ability to continue to meet the
Bank Group's objectives by February 28, 2001 will significantly influence the
resolution of the debt issues faced by the Company. The Company and the Bank
Group are currently negotiating an extension of the forbearance agreement and an
amendment of the existing revolving credit facility.


                                       6
<PAGE>


Significant provisions of the forbearance agreement are (a) a reduction of
the Facility commitment from $75 million to $64.2 million, with commitment
reductions of $400,000 on December 15, 2000 and another $400,000 on January
31, 2001; (b) all proceeds of Company asset dispositions must be used to
reduce the outstanding borrowings, which will also permanently reduce the
Facility commitment; (c) the Eurocurrency interest rate option was suspended
and the Base Rate (as defined below) interest rate option was increased by
1%, with the accrual of another 1% to be paid in the event that the
outstanding borrowings are not reduced by $20 million by February 28, 2001;
(d) the maturity date of the Facility was changed from June 15, 2003 to June
15, 2002; (e) the Company may not provide funds to the docHarbor business
unit in excess of an agreed-upon budget; (f) the Company may not remit funds
to its foreign subsidiaries; and (g) the Company is prohibited from making
any payment in satisfaction of the senior subordinated notes (see Note 5) or
any related accrued interest.

As of February 13, 2001, the Facility commitment, as amended, totaled $63.2
million. The Facility is available for borrowings of up to $57.2 million and for
letters of credit of up to $6 million.

Loans under the Facility bear interest, payable monthly, at the Base Rate plus
1.75% plus accrued interest of another 1% if the outstanding loans are not
reduced by $20 million on February 28, 2001. The "Base Rate" for any day means
the higher of (i) the corporate base rate of interest announced by Fleet and
(ii) the federal funds rate published by the Federal Reserve Bank of New York on
the next business day plus 1/2%.

The Facility is secured by virtually all of the Company's assets and 65% of the
capital stock of the Company's foreign subsidiaries. The Facility contains
covenants relating to limitations on capital expenditures, limitations on
additional debt, limitations on open market purchases of the Company's Senior
Subordinated Notes (see Note 5), limitations on open market purchases of the
Company's common stock, limitations on mergers and acquisitions, limitations on
liens, minimum EBITDA requirements, minimum interest coverage ratios and minimum
leverage ratios.

In the event the Bank Group accelerates payment of Anacomp's outstanding
borrowings, the Company's ability to make such payment will be dependent on
generating sufficient cash from potential asset sales or obtaining alternate
financing (see Note 1). There can be no assurance that the Company will be able
to execute potential asset sales or obtain alternate financing on terms
acceptable to the Company, if at all, or in amounts sufficient to satisfy the
Company's obligations.

NOTE 5.  SENIOR SUBORDINATED NOTES

The Company has outstanding $311 million of publicly traded 10-7/8% Senior
Subordinated Notes ("the Notes"). An interest payment on the Notes of
approximately $17 million is due semi-annually on October 1 and April 1 of each
year. The Company did not make the interest payment that was due on October 1,
2000 and does not expect to make the payment due on April 1, 2001. Fleet
provided notice to the trustee of the Notes on October 26, 2000 ("the Notice
Date") that the Company was in default of certain covenant provisions in the
Facility. Under the provisions of the indenture governing the Notes, due to the
default under the Facility, the Company cannot make payments in satisfaction of
the Notes or any related accrued interest for 179 days from the Notice Date.

The Company continues to have discussions with certain of the holders of the
Notes and their legal and financial advisors to explore various alternatives to
resolve the Company's liquidity situation, including a possible debt
restructuring. The Company has engaged Credit Suisse First Boston to serve as
advisors regarding financial alternatives with respect to the outstanding Notes.
Because of the missed interest payment, which is an event of default, the Notes
have been classified as a short-term obligation in the accompanying condensed
consolidated balance sheets.

In the event the Note holders accelerate payment of Anacomp's outstanding Notes,
the Company would not have resources available to repay such Notes. Through
February 13, 2001, no action has been taken by the Note holders to declare the
unpaid principal and interest to be due and payable. There can be no assurance
that the Note holders will continue not to declare the Notes and related
interest immediately due and payable.


                                       7
<PAGE>


The Notes have no sinking fund requirements and are due in full on April 1,
2004. The Notes are redeemable at the option of the Company in whole or in part
at prices ranging from 108.156% to 102.710% plus accrued and unpaid interest
until April 1, 2003. On or after April 1, 2003, the Notes may be redeemable at
100% plus accrued and unpaid interest. Upon a Change of Control (as defined),
the Company is required to make an offer to purchase the Notes then outstanding
at a purchase price equal to 101% plus accrued and unpaid interest.

The Notes are general unsecured obligations of the Company and expressly
subordinated in right of payment to all existing and future Senior Indebtedness
(as defined) of the Company. The Notes will rank pari passu with any future
Senior Subordinated Indebtedness (as defined) and senior to all Subordinated
Indebtedness (as defined) of the Company.

The indenture relating to the Notes contains covenants related to limitations of
indebtedness of the Company and restricted subsidiaries, limitations on
restricted payments, limitations on distributions from restricted subsidiaries,
limitations on sale of assets and restricted subsidiary stock, limitations on
liens, a prohibition on layering, limitations on transactions with affiliates,
limitations on issuance and sale of capital stock of restricted subsidiaries,
limitations of sale/leaseback transactions, and limitations on mergers,
consolidations or sales of substantially all of the Company's assets.

NOTE 6. RESTRUCTURING ACTIVITIES

In prior fiscal periods, the Company has recorded restructuring charges for a
reorganization of its workforce in the United States and Europe along its three
lines of business, reorganized parts of its corporate staff, and phased out its
manufacturing operations.

The following table displays the activity and balances of the restructuring
reserve account from September 30, 2000 to December 31, 2000:

<TABLE>
<CAPTION>
(in thousands)
                                 September 30,                                                        December 31,
                                     2000                                                                2000
    Type of Cost                    Balance                Additions            Deductions              Balance
--------------------          ------------------        -------------          --------------      ------------------
                                                                                                       (unaudited)
<S>                           <C>                       <C>                    <C>                 <C>
Employee separations          $            3,224        $         ---          $       (1,596)     $            1,628
Facility closing                           1,821                  ---                    (162)                  1,659
Contract obligations                       1,100                  ---                    (253)                    847
Other                                      1,380                  ---                    (411)                    969
                              ------------------        -------------          --------------      ------------------
                              $            7,525        $         ---          $       (2,422)     $            5,103
                              ------------------        -------------          --------------      ------------------
</TABLE>

As the Company continues to develop, refine and implement its plans, it is
anticipated that additional restructuring charges could be incurred in the near
term. Additionally, certain courses of action may be taken that could result in
impairments of goodwill or other Company assets.

NOTE 7.  INVENTORIES

<TABLE>
<CAPTION>
Inventories consist of the following:
(in thousands)                                                              December 31,     September 30,
                                                                          --------------     -------------
                                                                                2000              2000
                                                                          --------------     -------------
                                                                              (unaudited)
<S>                                                                       <C>                <C>
  Finished goods, including purchased film.............................   $        7,271     $       7,717
  Work in process......................................................              107                66
  Raw materials and supplies...........................................              741               514
                                                                          --------------     -------------
                                                                          $        8,119     $       8,297
                                                                          ==============     =============
</TABLE>


                                       8
<PAGE>


NOTE 8.  HEDGING

The Company has in the past entered into currency swap agreements that hedge the
U.S. Dollar value of the Company's investment in the net assets of certain
foreign subsidiaries. In November 2000, the Company terminated its currency swap
agreement and received $0.8 million in cash proceeds. These proceeds have been
reflected as a component of accumulated other comprehensive loss in
stockholders' equity (deficit).

NOTE 9.  LOSS PER SHARE

Basic and diluted loss per share is computed based upon the weighted average
number of shares of the Company's common stock outstanding during the period.
Potentially dilutive securities include options granted under the Company's
stock option plans and outstanding warrants, both using the treasury stock
method and shares of common stock expected to be issued under the Company's
employee stock purchase plan. Potentially dilutive securities were not used to
calculate diluted loss per share because of their anti-dilutive effect.

NOTE 10.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," and in June 1999 issued SFAS No. 137,
"Deferral of the Effective Date of FASB Statement No. 133." The Company adopted
SFAS No. 133, as amended by SFAS No. 137, in the first quarter of fiscal year
2001 with no material impact on the Company's financial position or results of
operations.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements", in
which the SEC interprets existing accounting literature related to revenue
recognition. SAB No. 101, as amended, will be adopted by the Company no later
than the fourth fiscal quarter of fiscal 2001. The Company's adoption of SAB No.
101 in the fourth quarter of fiscal 2001 is not expected to have a material
impact on the Company's consolidated financial position or results of
operations.

NOTE 11.  OPERATING SEGMENTS

Anacomp's business is focused in the document management industry. The Company
manages its business through three operating units: docHarborSM, an application
service provider ("ASP"), which provides Internet-based document-management
services; Document Solutions, which provides document-management outsource
services; and Technical Services, which provides equipment maintenance services
for Anacomp COM and CD products and for third-party manufactured products and
provides COM and CD systems and related supplies. Effective October 1, 2000, the
Company discontinued its manufacturing operations for Datagraphix and merged the
remainder of Datagraphix's operations into Technical Services. Results for
Datagraphix previously reported separately have been combined with Technical
Services.

Management evaluates operating unit performance based upon earnings before
interest, other income, reorganization items, asset impairment and
restructuring charges, taxes, and extraordinary items (referred to as
"EBIT"). The excluded costs are managed at the Corporate level and not in the
operating units.

                                       9
<PAGE>


Information about the Company's operations by operating segments for the three
months ended December 31, 2000 and 1999, respectively, are as follows:

<TABLE>
<CAPTION>
                                               Document      Technical
 (in thousands)                   docHarbor    Solutions     Services        Corporate   Consolidated
-------------------------------------------------------------------------------------------------------
 <S>                           <C>           <C>          <C>                <C>        <C>
 2000
 Digital/renewal revenue       $      2,404  $    15,902  $      5,087       $    ---   $     23,393
 COM revenue                            ---       30,605        28,143            ---         58,748
 Intercompany revenue                   ---          ---         2,891         (2,891)           ---
                               ------------------------------------------------------------------------
 Total revenue                        2,404       46,507        36,121         (2,891)        82,141
 EBIT                                (4,389)       5,492         8,548         (6,429)         3,222
 Depreciation and amortization        1,556        4,903         1,392            171          8,022

 1999
 Digital/renewal revenue       $        863  $    19,855  $      5,459       $    ---   $     26,177
 COM revenue                            ---       38,605        37,042            ---         75,647
 Intercompany revenue                   ---          ---         3,278         (3,278)           ---
                               ------------------------------------------------------------------------
 Total revenue                          863       58,460        45,779         (3,278)       101,824
 EBIT                                (6,250)       7,093        11,011        (17,248)        (5,394)
 Depreciation and amortization          966        7,057         1,899         12,258         22,180

</TABLE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

         Certain statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" ("MD&A"), including those related
to the Company's plans, liquidity needs, potential restructuring and future
operations, constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance or
achievements the Company, or industry results, to differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other important
factors include, among others: general economic and business conditions;
industry trends; industry capacity; competition; raw materials costs and
availability; currency fluctuations; the loss of any significant customers or
suppliers; changes in business strategy or development plans; successful
development of new products; availability, terms and deployment of capital;
ability to meet debt service obligations; availability of qualified personnel;
changes in, or the failure or inability to comply with, government regulations;
and other factors referenced in this report. The words "may", "could", "should",
"would", "believe", "anticipate", "estimate", "expect", "intend", "plan" and
similar expressions or statements regarding future periods are intended to
identify forward-looking statements. All forward-looking statements are
inherently uncertain as they involve substantial risks and uncertainties beyond
the Company's control. The Company undertakes no obligation to update or revise
any forward-looking statements for events or circumstance after the date on
which such statement is made. New factors emerge from time to time, and it is
not possible for the Company to predict all such factors. Further, the Company
cannot assess the impact of each such factor on its business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.

OVERVIEW

         Anacomp's revenues, operating results, cash flows and liquidity in the
first quarter of fiscal 2001 continue to be negatively impacted by a number of
factors, including a significant decline in the Company's COM business,
restructuring and reorganization of certain of its operations, and negative cash
flows related to the docHarbor business unit.

         The Company is experiencing substantial liquidity issues and is in
default on its senior secured revolving credit facility (the "Facility"), which
totaled $57.6 million at December 31, 2000. The Company and the lenders for this
facility are operating under an agreement that amends and continues the senior
secured revolving credit facility and provides Anacomp with a forbearance of
default remedies valid through February 28, 2001. The forbearance agreement
places additional restrictions on the facility and


                                       10
<PAGE>


requires the Company to meet additional covenants and operating requirements,
including certain spending limitations. The Company and the Bank Group are
currently negotiating an extension of the forbearance agreement and an amendment
of the existing revolving credit facility.

         On October 1, 2000, the Company did not make a required $17 million
interest payment to holders of the Company's publicly traded 10-7/8% Senior
Subordinated Notes (the "Notes"), which totaled $311 million at December 31,
2000. The Company continues to have discussions with certain holders of these
Notes and their legal and financial advisors to consider various alternatives -
including possible debt restructuring - to resolve Anacomp's liquidity
situation. Credit Suisse First Boston has been engaged to serve as the Company's
advisors with respect to these Notes.

         In addition to working with lenders and their advisors to address the
defaults and seek possible financing alternatives, management is continuing to
evaluate all of the Company's operations. New strategic directions are being
examined and the Company is determining what other actions might be taken to
improve operations and cash flows and help satisfy or restructure debt
obligations. Alternatives being explored include possible discontinuance or sale
of certain business units or parts thereof and fundamental changes in corporate
activities and structure. The Company is in varying stages of discussions with
third parties regarding the possible sales of certain assets and lines of
business. An example of actions being taken was a reduction in expenditure
levels in the Company's docHarbor business unit late in fiscal 2000 to reduce
cash outflows. These reductions were designed to bring costs more in line with
anticipated revenue growth as well as to comply with requirements imposed by the
Company's senior secured lenders. On January 17, 2001, the Company announced it
had entered into a non-binding Letter of Intent to sell 100% of the docHarbor
business unit to a large corporate buyer. The transaction is subject to certain
approvals, due diligence, negotiation of acceptable terms and conditions of a
definitive agreement and satisfaction of required closing conditions. It is
expected that Anacomp's Document Solutions business will continue to use
docHarbor for its Internet-based document services. Although there can be no
assurance the sale will be consummated, it is expected that terms of the sale
will be finalized in the second quarter of fiscal 2001. If the sale is not
completed, the Company will continue to evaluate its docHarbor business in an
effort to preserve cash and meet its other commitments. During the first quarter
management has continued to take actions in an effort to improve operating
results and cash flows.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2000 VS. THREE MONTHS ENDED DECEMBER 31, 1999

         GENERAL. Anacomp reported a net loss of $7.7 million for the three
months ended December 31, 2000, compared to a net loss of $15.2 million for
the three months ended December 31, 1999. EBIT for the first quarter of
fiscal 2001 was $3.2 million compared to EBIT loss of $5.4 million for the
three months ended December 31, 1999.

         REVENUES. The Company's revenues decreased 19% from $101.8 million for
the three months ended December 31, 1999, to $82.1 million for the three months
ended December 31, 2000. The decrease was the result of the $17 million decline
in COM-related revenues across the Document Solutions and Technical Services
business units in addition to a $3 million decrease in digital and renewal
revenues across the business units. The Company expects that COM revenues will
continue to decline in this fiscal year.

         Document Solutions COM related revenues decreased 21% from the prior
year period, from $38.6 million to $30.6 million. Revenue contributed by
digital services and products decreased 20% over the prior year period, from
$19.9 million to $15.9 million. This decrease was primarily related to fewer
digital-related contracts in international operations.

         Technical Services revenues (including results of operations from the
former DatagraphiX business unit) decreased from the prior year period, from
$42.5 million to $33.2 million. Approximately $5 million of this decline
resulted from declining revenues from the COM maintenance business, and an
additional approximately $5 million was due to the discontinuance of
manufacturing operations in fiscal 2000 combined with the continuing decline in
the market for COM systems and supplies. Prior year COM revenues included $1.1
million related to the sale to Kodak of certain COM systems maintenance
contracts for Kodak COM systems.


                                       11
<PAGE>


         docHarbor revenues increased $1.5 million versus the prior year period.
This was the result of increased revenues from existing customers and new
customer orders.

         GROSS MARGINS. The Company's gross margin decreased from $37.6 million
(37% of revenues) for the three months ended December 31, 1999, to $28.2 million
(34% of revenues) for the three months ended December 31, 2000. The decrease in
company-wide gross margins was primarily the result of continued declines in
COM-related services and supplies sales.

         Technical Services gross margins (including results of operations from
the former DatagraphiX business unit) decreased from 42% to 34% of revenues in
the quarter ended December 31, 2000. This was primarily the result of the lower
level of revenues in the current-year quarter and the $1.1 million gross margin
recorded in December 1999 from the sale to Kodak of certain COM systems
maintenance contracts for Kodak COM systems. Document Solutions gross margin
increased slightly to 38% of revenues in the quarter ended December 31, 2000,
from 36% of revenues in the prior year period. docHarbor gross margins improved
from the prior year period as the result of cost reductions and a reduction in
infrastructure development implemented at the end of fiscal year 2000.

         ENGINEERING, RESEARCH AND DEVELOPMENT. Engineering, research and
development expense decreased from $2.5 million for the three months ended
December 31, 1999, to $1.7 million for the three months ended December 31, 2000.
This decrease was primarily the result of lower expenses related to the
discontinuance of manufacturing operations effective October 1, 2000 and the
resulting decrease in support engineering expenses.

         SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative (SG&A) expenses decreased from $23.1 million for the three months
ended December 31, 1999, to $20.5 million for the three months ended December
31, 2000. This decrease was primarily the result of cost reduction efforts
implemented in the second and third quarters of fiscal 2000, offset in part by
increased legal, professional and financial advisory costs.

         AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets
decreased 50% from $5.4 million (5% of revenues) for the three months ended
December 31, 1999, to $2.7 million (3% of revenues) for the three months ended
December 31, 2000. This decrease is primarily the result of the completion of
amortization for prior acquisitions and reduced amortization related to impaired
intangibles written off in fiscal 2000.

         AMORTIZATION OF REORGANIZATION ASSET. Amortization of reorganization
assets was $12 million in the fiscal period ended December 31, 1999. This charge
in the first quarter of fiscal year 2000 completed the amortization of the
reorganization asset.

         INTEREST EXPENSE. Interest expense increased from $9.6 million for the
three months ended December 31, 1999, to $11.1 million for the three months
ended December 31, 2000. This increase was the result of a higher level of
borrowings at higher interest rates on the revolving credit facility in the
current year period.

         PROVISION FOR INCOME TAXES. The provision for income taxes ($387
thousand for the quarter ended December 31, 2000, and $521 thousand for the
quarter ended December 31, 1999) related primarily to earnings of certain
foreign subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has a Facility with a syndicate of banks and Fleet as agent
(collectively, "the Bank Group"). The outstanding borrowings under the Facility
were $57.6 million at December 31, 2000. The Company is in violation of certain
of its financial covenants . During the third quarter of fiscal 2000, the
Company reached an agreement with the Bank Group to amend the Facility and to
provide Anacomp with a waiver, which was in effect through October 26, 2000,
with respect to those covenants of which the Company is in default. On October
26, 2000, the Bank Group declared Anacomp in violation of certain financial
covenants of the Facility and the Company entered into a forbearance agreement
with the Bank Group to amend the Facility and to delay the exercise of certain
rights and remedies provided to the Bank Group under the Facility until February
28, 2001.


                                       12
<PAGE>


         As discussed above, the Company is not in compliance with certain of
the covenants and is operating under a forbearance agreement with the Bank
Group. Management believes that the Company has been in compliance with the
forbearance agreement and has made progress in improving the business operations
of the Company. Management believes that the Company's ability to continue to
meet the Bank Group's objectives by February 28, 2001, will significantly
influence the resolution of the debt issues faced by the Company. The Company
and the Bank Group are currently negotiating an extension of the forbearance
agreement and an amendment of the existing revolving credit facility.

         Significant provisions of the forbearance agreement are (a) a
reduction of the Facility commitment from $75 million to $64.2 million, with
commitment reductions of $400,000 on December 15, 2000 and another $400,000
on January 31, 2001; (b) all proceeds of Company asset dispositions must be
used to reduce the outstanding borrowings which will also permanently reduce
the Facility commitment; (c) the Eurocurrency interest rate option was
suspended and the Base Rate (as defined below) interest rate option was
increased by 1%, with the accrual of another 1% to be paid in the event that
the outstanding borrowings are not reduced by $20 million by February 28,
2001; (d) the maturity date of the Facility was changed from June 15, 2003 to
June 15, 2002; (e) the Company may not provide funds to the docHarbor
business unit in excess of an agreed-upon budget; (f) the Company may not
remit funds to its foreign subsidiaries; and (g) the Company is prohibited
from making any payment in satisfaction of the senior subordinated notes (see
Note 5) or any related accrued interest.

         As of February 13, 2001, the Facility commitment, as amended, totaled
$63.2 million. The Facility is available for borrowings of up to $57.2 million
and for letters of credit of up to $6 million.

         Loans under the Facility bear interest, payable monthly, at the Base
Rate plus 1.75% plus accrued interest of another 1% if the outstanding loans are
not reduced by $20 million on February 28, 2001. The "Base Rate" for any day
means the higher of (i) the corporate base rate of interest announced by Fleet
and (ii) the federal funds rate published by the Federal Reserve Bank of New
York on the next business day plus 1/2%.

         In the event the Bank Group accelerates payment of Anacomp's
outstanding borrowings, the Company's ability to make such payment will be
dependent on generating sufficient cash from potential asset sales or obtaining
alternate financing (see "Overview"). There can be no assurance that the Company
will be able to execute potential asset sales or obtain alternate financing on
terms acceptable to the Company, if at all, or in amounts sufficient to satisfy
the Company's obligations.

         The Company has outstanding $311 million of publicly traded 10-7/8%
Senior Subordinated Notes ("the Notes"). An interest payment on the Notes of
approximately $17 million is due semi-annually on October 1 and April 1 of each
year. The Company did not make the interest payment that was due on October 1,
2000 and does not expect to make the payment due on April 1, 2001. Fleet
provided notice to the trustee of the Notes on October 26, 2000 ("the Notice
Date") that the Company was in default of certain covenant provisions in the
Facility. Under the provisions of the indenture governing the Notes, due to the
default under the Facility, the Company cannot make payments in satisfaction of
the Notes or any related accrued interest for 179 days from the Notice Date.

         The Company continues to have discussions with certain of the holders
of the Notes and their legal and financial advisors to explore various
alternatives to resolve the Company's liquidity situation, including a possible
debt restructuring. The Company has engaged Credit Suisse First Boston to serve
as advisors regarding financial alternatives with respect to the outstanding
Notes. Because of the missed interest payment, which is an event of default, the
Notes have been classified as a short-term obligation in the accompanying
condensed consolidated balance sheets.

         In the event the Note holders accelerate payment of Anacomp's
outstanding Notes, the Company would not have resources available to repay such
Notes. Through February 13, 2001, no action has been taken by the Note holders
to declare the unpaid principal and interest to be due and payable. There can be
no assurance that the Note holders will continue to not declare the Notes and
related interest immediately due and payable.


                                       13
<PAGE>


         In an event of acceleration of the Facility or the Notes, it is
possible that the Company may be required to seek protection under bankruptcy
laws, either voluntarily or involuntarily.

         The significant operating and liquidity issues being experienced by the
Company raise substantial doubt about the Company's ability to continue as a
going concern. The Company has prepared its financial statements assuming the
Company will continue as a going concern. Accordingly, the financial statements
do not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.

         Anacomp had negative working capital of $375 million at December 31,
2000, compared to negative working capital of $373 million at September 30,
2000. The working capital deficiency is primarily due to $311 million in Notes,
$57.6 million of senior secured revolving credit facility and $26 million of
accrued interest payable. Net cash provided by continuing operations was $8.9
million for the three months ended December 31, 2000, compared to net cash used
in operations of $8.7 million in the comparable prior year period. The $17.6
million improvement to cash flows from operations from the prior year was
primarily the result of the non-payment of $17 million in interest expense on
the Company's Notes on October 1, 2000.

         Net cash used in investing activities was $1 million in the current
three-month period, compared to cash used in investing activities of $3.6
million in the comparable prior year period. This decrease reflects the
Company's emphasis to control its expenditures to maximize liquidity.
Expenditures during both periods were primarily for purchases of equipment.

         Net cash provided by financing activities decreased $10.2 million
during the three months ended December 31, 2000, from the same period in the
prior year. This decrease was principally the result of no borrowings against
the Facility in the current year compared to $12 million in borrowings against
the Facility in the prior year period.

         The Company's cash balance totaled $22.5 million at December 31, 2000
compared to $14 million at September 30, 2000.


                                       14
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Revenues generated outside of the United States, as a percentage of
total revenues, were 26% and 32% in the three months ended December 31, 2000 and
1999, respectively. Fluctuations in foreign exchange rates could impact
operating results through translation of the Company's subsidiaries' financial
statements.

         The Company is exposed to market risks related to fluctuations in
interest rates on the $311 million of 10 7/8 % Senior Subordinated Notes
outstanding at December 31, 2000. For fixed rate debt, changes in interest
rates generally affect the fair value of the debt instrument. Interest rate
risk and resulting changes in fair value should not have an impact on the
Company's operating results.

         In November 2000, the Company liquidated its cross currency swap
agreements and received $0.8 million in cash. These proceeds have been reflected
as a component of accumulated other comprehensive loss in stockholders' equity
(deficit) in the Company's December 31, 2000 Condensed Consolidated Balance
Sheet.

         The Company's bank revolving credit facility is affected by the general
level of U.S. interest rates. The Company had $57.6 million outstanding under
its bank line of credit on December 31, 2000. The Company and the Bank Group are
currently negotiating an amendment of the existing credit facility. Such
re-negotiation could also result in material changes to the interest rates on
the Facility. If interest rates were to increase 2%, the Company's annual
interest expense would increase approximately $1.2 million based on a $57.6
million outstanding balance.


                                       15
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

         The Company and its subsidiaries are potential or named defendants in
several lawsuits and claims arising in the ordinary course of business. While
the outcome of such claims, lawsuits or other proceedings against the Company
cannot be predicted with certainty, management expects that such liability, to
the extent not provided for through insurance or otherwise, will not have a
material adverse effect on the financial conditions or results of operations of
the Company.

         See the Company's Annual Report on Form 10-K for the period ended
September 31, 2000, for a discussion of ACCESS SOLUTIONS INTERNATIONAL, INC. AND
MALCOLM G. CHASE VS. ANACOMP, INC. AND EASTMAN KODAK COMPANY.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)        The Company filed one report on Form 8-K dated November 15, 2000
           during the quarter ended December 31, 2000. The report detailed
           information presented at a meeting with certain holders of the
           Company's 10 7/8 % senior subordinated notes on November 28, 2000.


                                       16
<PAGE>


                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             ANACOMP, INC.




                                             /s/ Linster W. Fox
                                             -------------------
                                             Linster W. Fox
                                             Senior Vice President and
                                             Chief Financial Officer




Date: February 14, 2001


                                       17