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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): July 10, 2007
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))
Section 8 Other Events
Item 8.01 Other Events.
Compass Group Diversified Holdings LLC and Compass Diversified Trust (NASDAQ: CODI) reported
that CODI will make a cash distribution of $0.30 per share for the second quarter of 2007. The
distribution is payable on July 27, 2007 to shareholders of record on the close of business on July
25, 2007. A copy of the press release announcing such distribution is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) |
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Exhibits. |
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99.1 |
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Press Release dated July 10, 2007. |
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: July 11, 2007 |
COMPASS DIVERSIFIED TRUST
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By: |
/s/ James J. Bottiglieri
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James J. Bottiglieri |
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Regular Trustee |
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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: July 11, 2007 |
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
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By: |
/s/ James J. Bottiglieri
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James J. Bottiglieri |
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Chief Financial Officer |
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exv99w1
Exhibit 99.1
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800 Second Avenue
New York, NY 10017
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Tel 212 682 6300
Fax 212 697 0910
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Compass Diversified Trust
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Investor Relations Contact: |
James J. Bottiglieri
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KCSA Worldwide |
Chief Financial Officer
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Jeffrey Goldberger / Garth Russell |
203.221.1703
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212.896.1249 / 212.896.1250 |
jim@compassequity.com
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jgoldberger@kcsa.com / grussell@kcsa.com |
Compass Group Diversified Holdings LLC and Compass Diversified Trust Declare
Second Quarter 2007 Distribution
Westport, CT, July 10, 2007 Compass Group Diversified Holdings LLC and Compass Diversified Trust
(NASDAQ: CODI) (collectively, CODI or the
Company) announced today that CODI will make a cash distribution of $0.30 per share to holders of CODI
shares, payable on July 27, 2007 to all holders of record as of July 25, 2007.
About Compass Diversified Trust
CODI was formed to acquire and manage a group of middle market businesses that are headquartered in
North America. CODI provides public investors with an opportunity to participate in the ownership
and growth of companies which have historically been owned by private equity firms or wealthy
individuals or families. CODIs disciplined approach to its target market provides opportunities
to methodically purchase attractive businesses at values that are accretive to its shareholders.
For sellers of businesses, CODIs unique structure allows CODI to acquire businesses efficiently
with no financing contingencies and, following acquisition, to provide its companies with
substantial access to growth capital.
Upon acquisition, CODI works with the executive teams of its subsidiary companies to identify and
capitalize on opportunities to grow those companies earnings and cash flows. These cash flows
support distributions to CODI shareholders, which are intended to be steady and growing over the
long term.
Subsidiary Businesses
Aeroglide Holdings, Inc. and its consolidated subsidiaries, referred to as Aeroglide, is a designer
and manufacturer of industrial drying and cooling equipment, primarily used in the production of a
variety of human foods, animal and pet feeds, and industrial products. Aeroglide is based in Cary,
NC and was founded in 1940.
Anodyne Medical Device, Inc. and its consolidated subsidiaries, referred to as AMD, is a
manufacturer of medical support surfaces and patient positioning devices, primarily used for the
prevention and treatment of pressure wounds experienced by patients with limited or no mobility.
AMD is based in Los Angeles, CA and was founded in 2005.
Investor Relations, Public Relations & Marketing Communications
CBS Personnel Holdings, Inc. and its consolidated subsidiaries, referred to as CBS Personnel, is a
provider of temporary staffing services in the United States. CBS Personnel is headquartered in
Cincinnati, OH, operates 144 branch locations in 18 states and was founded in 1970.
Compass AC Holdings, Inc. and its consolidated subsidiary, referred to as Advanced Circuits, is a
manufacturer of low-volume quick-turn and prototype rigid printed circuit boards (PCBs). Advanced
Circuits is based in Aurora, CO and was founded in 1989.
Halo Lee Wayne LLC and its consolidated subsidiaries, referred to as Halo, is a distributor of
customized promotional products and serves more than 30,000 customers as a one-stop-shop resource
for design, sourcing, management and fulfillment across all categories of its customers
promotional products needs. Halo is based in Sterling, IL and was founded in 1952.
Silvue Technologies Group, Inc. and its consolidated subsidiaries, referred to as Silvue, is a
developer and manufacturer of proprietary, high-performance coating systems for polycarbonate,
glass, acrylic, metals and other substrate materials used in the premium eyewear, aerospace,
automotive and industrial markets. Silvue is based in Anaheim, CA and was founded in 1986.
This press release may contain certain forward-looking statements, including statements with
regard to the future performance of CODI. 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 10K filed by CODI with the Securities and Exchange Commission for the
year ended December 31, 2006 and the Form 10Qs filed by CODI for the quarters ended March 31, 2006,
June 30, 2006, September 30, 2006 and March 31, 2007 and other filings with the Securities and
Exchange Commission. CODI undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
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