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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): February 13, 2008
COMPASS DIVERSIFIED HOLDINGS
(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 No.) |
of incorporation) |
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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 No.) |
of incorporation) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On February 13, 2008, Compass Diversified Holdings and Compass Group Diversified Holdings LLC
issued a press release announcing that their subsidiary, American Furniture Manufacturing, Inc.,
experienced a fire at its main plant in Ecru, Mississippi. A copy of the press release is
furnished herewith as Exhibit 99.1 and incorporated by reference herein.
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Section 9 |
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Financial Statements and Exhibits |
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits.
99.1 |
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Press Release dated February 13, 2008. |
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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: February 13, 2008 |
COMPASS DIVERSIFIED HOLDINGS
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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: February 13, 2008 |
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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INDEX TO EXHIBITS
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Exhibit No. |
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99.1
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Press Release dated February 13, 2008. |
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exv99w1
Exhibit
99.1
Compass Diversified Holdings Subsidiary, American Furniture Manufacturing, Experiences Fire
at Manufacturing Plant
Event Not Expected to Impact CODIs Ability to Make Distributions to Shareholders at Current
Annualized Rate
WESTPORT, Conn., Feb 13, 2008 /PRNewswire-FirstCall via COMTEX News Network/ Compass
Diversified Holdings (NasdaqGS: CODI) announced today that American Furniture Manufacturing, Inc.,
one of its eight subsidiaries, experienced a fire at its main plant in Ecru, Mississippi last
night.
Reacting to the event, Joe Massoud, CEO of Compass Diversified Holdings, stated, Our primary
concern is for the people of American Furniture Manufacturing, and we now believe that all of our
employees are safe. From a business perspective, I do not currently expect this event to impact our
ability to make distributions to our shareholders at our current annualized rate. Furthermore, this
event has no impact on the operations or profitability of our other seven businesses.
Mr. Massoud concluded, In the immediate term, we will work with American Furnitures management
team to develop contingent plans for meeting its customers requirements and with our insurance
providers to process the appropriate claims as quickly and efficiently as possible. In the medium
to long term, we continue to be enthusiastic about American Furnitures position in the industry
and its prospects for creating value for CODIs shareholders.
About Compass Diversified Holdings (CODI)
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, 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.
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.
American Furniture Manufacturing, Inc., and its consolidated subsidiaries, referred to as American
Furniture, is a low-cost manufacturer of upholstered stationary and motion furniture, including
sofas, loveseats, sectionals, recliners and complementary products. American Furniture has the
ability to ship any product in its line within 48 hours of receiving an order. American Furniture
is based in Ecru, MS.
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.
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 and operates 435 branch locations in 35 states (includes Staffmark).
Compass AC Holdings, Inc. and its consolidated subsidiaries, 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.
Fox Factory, Inc. and its consolidated subsidiaries, referred to as Fox, is a designer,
manufacturer and marketer of high-end suspension products for mountain bikes, all terrain vehicles,
snowmobiles and other off-road vehicles. Fox is based in Watsonville, CA.
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.
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.
To find out more about Compass Diversified Holdings, please visit
www.compassdiversifiedholdings.com.
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, March 31, 2007, June 30, 2007 and September 30, 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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Compass Diversified Holdings
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Investor Relations Contact: |
James J. Bottiglieri
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KCSA Strategic Communications |
Chief Financial Officer
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Jeffrey Goldberger / Nick Rust |
203.221.1703
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212.896.1299 |
jim@compassequity.com
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jgoldberger@kcsa.com / nrust@kcsa.com |
SOURCE Compass Diversified Holdings
http://www.compassdiversifiedholdings.com
Copyright (C) 2008 PR Newswire. All rights reserved
News Provided by COMTEX