-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JlpI/LtwEgiMJ0ocSZDATTQLzob9e4mqp8mvTcYHUe5xkWyTQ63NFHI5WJcVQT/a g8kKLIvB2cNQ7ChUMIXf2Q== 0000950123-06-007019.txt : 20060526 0000950123-06-007019.hdr.sgml : 20060526 20060526112732 ACCESSION NUMBER: 0000950123-06-007019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Compass Diversified Trust CENTRAL INDEX KEY: 0001345126 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 576218917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81833 FILM NUMBER: 06869326 BUSINESS ADDRESS: STREET 1: 61 WILTON ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-221-1703 MAIL ADDRESS: STREET 1: 61 WILTON ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Compass Group Investments, Inc. CENTRAL INDEX KEY: 0001334202 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TEEKAY HOUSE, BAYSIDE EXECUTIVE PARK STREET 2: WEST BAY STREET AND BLAKE RD CITY: NASAU STATE: C5 ZIP: 00000 BUSINESS PHONE: (242) 502-8936 MAIL ADDRESS: STREET 1: TEEKAY HOUSE, BAYSIDE EXECUTIVE PARK STREET 2: WEST BAY STREET AND BLAKE RD CITY: NASAU STATE: C5 ZIP: 00000 SC 13D 1 y21677sc13d.txt ORIGINAL FILING ON SCHEDULE 13D ---------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response......14.5 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____________)* COMPASS DIVERSIFIED TRUST - -------------------------------------------------------------------------------- (Name of Issuer) SHARES(1) - -------------------------------------------------------------------------------- (Title of Class of Securities) 20451Q104 - -------------------------------------------------------------------------------- (CUSIP Number) LINDSEY CANCINO COMPASS GROUP INVESTMENTS, INC., BAYSIDE EXECUTIVE PARK, WEST BAY STREET & BLAKE ROAD, NASSAU, BAHAMAS TELEPHONE NUMBER (242) 502-8890 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 16, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedule filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (1) Each Share represents one undivided interest in the property of the Compass Diversified Trust (the "Trust") and corresponds to one trust interest of Compass Group Diversified Holdings LLC held by the Trust. - ------------------------ CUSIP No. 20451Q104 - ------------------------ - -------------------------------------------------------------------------------- 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Compass Group Investments, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Commonwealth of the Bahamas - -------------------------------------------------------------------------------- 7 Sole Voting Power -0- ---------------------------------------------------- Number of Shares 8 Shared Voting Power 6,400,000(2) Beneficially Owned by ---------------------------------------------------- Each Reporting Person With 9 Sole Dispositive Power -0- ---------------------------------------------------- 10 Shared Dispositive Power 6,400,000(2) - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,400,000(2) - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 32.82% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (2) See item 5. 2 ITEM 1. SECURITY AND ISSUER The title and class of equity securities to which this statement relates is Shares. Each Share represents one undivided interest in the property of the Compass Diversified Trust (the "Trust") and corresponds to one trust interest of Compass Group Diversified Holdings LLC held by the Trust. The name and address of the principal executive offices of the issuer is Compass Diversified Trust 61 Wilton Road Westport, Connecticut 06880 ITEM 2. IDENTITY AND BACKGROUND The identify and background of the person filing this statement is as follows: Compass Group Investments, Inc. ("CGI") is an International Business Company incorporated under the provisions of the International Business Companies Act of the Commonwealth of the Bahamas with its principal offices at Bayside Executive Park, West Bay Street & Blake Road Nassau, Bahamas. No Reporting Person was during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION CGI used its own funds to purchase the Shares. ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of the securities of the issuer was for investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER CGI Diversified Holdings, LP is the record holder of these shares. CGI Diversified Holdings, LP is controlled by Navco Management, Inc., its general partner; as a result, Navco Management, Inc. may be deemed to beneficially own the shares held by CGI Diversified Holdings, LP. CGI is the sole limited partner of CGI Diversified Holdings, LP; as a result, CGI may be deemed to beneficially own the shares of common stock held by CGI Diversified Holdings, LP. Arthur Coady is a director of Navco Management, Inc.; as a result, Arthur Coady may be deemed to beneficially own the shares held by CGI Diversified Holdings, LP. Each of these entities (other than CGI) and Arthur Coady disclaim beneficial ownership of the Shares, except to the extent of such person's pecuniary interest therein. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER CGI acquired 5,733,333 Shares pursuant to a Share Purchase Agreement, dated as of May 10, 2006, by and among Compass Group Diversified Holdings LLC, the issuer and CGI Diversified Holdings, LP. CGI acquired the remaining 666,667 Shares in the initial public offering of the issuer which became effective on May 10, 2006. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are filing as exhibits and are incorporated by reference to the issuer's Registration Statement on Form S-1 (Nos. 333-130326; 333-130326-01). Exhibit Description 10.6 Share Purchase Agreement, dated as of May 10, 2006, by and among Compass Group Diversified Holdings LLC, the issuer and CGI Diversified Holdings, LP. (Exhibit 10.6 to the Form S-1). Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 26, 2006 Compass Group Investments, Inc. By:/s/ Lindsey Cancino --------------------------- Name: Lindsey Cancino Title: Director -----END PRIVACY-ENHANCED MESSAGE-----