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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2006
COMPASS DIVERSIFIED TRUST
(Exact name of registrant as specified in its charter)
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Delaware
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0-51937
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57-6218917 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer Identification |
of incorporation)
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No.) |
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
(Exact name of registrant as specified in its charter)
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Delaware
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0-51938
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20-3812051 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer Identification |
of incorporation)
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No.) |
Sixty One Wilton Road
Second Floor
Westport, CT 06880
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Compass Group Diversified Holdings LLC and Compass Diversified Trust (collectively Compass),
reported that it declared a cash distribution of $0.1327 per share for the quarter ended June 30,
2006. The distribution is payable July 18, 2006 to shareholders of record on the close of business
on July 11, 2006.
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Item 9.01 |
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Financial Statements and Exhibits |
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(d)
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Exhibits. |
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99.1
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Press release for distribution announcement. |
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 hereunto duly authorized.
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Date: June 27, 2006 |
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COMPASS DIVERSIFIED TRUST |
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By:
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/s/ James J. Bottiglieri |
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James J. Bottiglieri |
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Regular Trustee |
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 hereunto duly authorized.
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Date: June 27, 2006 |
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COMPASS GROUP DIVERSIFIED HOLDINGS LLC |
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By:
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/s/ James J. Bottiglieri |
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James J. Bottiglieri |
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Chief Financial Officer |
exv99w1
Exhibit 99.1
Compass Group Diversified Holdings LLC and Compass Diversified Trust Declare
Distribution
Westport, CT, June 26, 2006 Compass Group Diversified Holdings LLC and Compass Diversified Trust
(NASDAQ: CODI) announced today that CODI will make a cash distribution of $0.1327 per share to
holders of CODI shares, payable on July 18, 2006 to all holders of record as at July 11, 2006.
This reflects a quarterly distribution rate of $0.2625 per share, pro rated for the period May 16,
2006, the date of CODIs initial public offering, to June 30, 2006.
About Compass Diversified Trust
Compass Diversified Trust and its subsidiary, Compass Group Diversified Holdings LLC,
(collectively, Compass) were formed to acquire and manage a group of small to middle market
businesses that are headquartered in the United States. Compass has acquired controlling interests
in four businesses: CBS Personnel Holdings, Inc., a human resources outsourcing firm; Crosman
Acquisition Corporation, a recreational products company; Compass AC Holdings, Inc., an electronic
components manufacturer; and Silvue Technologies Group, Inc., a global chemical hardcoatings
manufacturer. Compass works with the management teams of middle market businesses to identify and
capitalize on diverse acquisition opportunities that satisfy Compass acquisition criteria.
Compass seeks to acquire controlling interest in businesses that have stable and growing cash
flows, maintain strong niche market presences and have positive macroeconomic outlooks.
This press release may contain certain forward-looking statements, including statements with regard
to the future performance of Compass and each of the four initial businesses. Words such as
believes, expects, projects, and future or similar expressions are intended to identify
forward-looking statements. These forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions. Certain factors could cause actual
results to differ materially from those projected in these forward-looking statements, and some of
these factors are enumerated in the risk factor discussion in the Form 10Q filed by Compass with
the Securities and Exchange Commission for the quarter ended March 31,2006 and other filings with
the Securities and Exchange Commission. Compass undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or
otherwise.