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): November 18, 2004
Commission File Number 001-31921
Compass Minerals International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3972986
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
8300 College Blvd.
Overland Park, KS 66210
(913) 344-9200
(Address of principal executive offices and telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
Item 7.01 Regulation FD Disclosure
A press release issued by Compass Minerals International, Inc. on November
18, 2004 announced that a group of stockholders that includes Apollo Management
L.P., Mosaic Global Holdings Inc., formerly IMC Global Inc., (NYSE: MOS) and
company employees has agreed to sell 4,064,024 shares of common stock. The
company will not receive any proceeds from the sale. Upon completion of the
offering, Apollo Management L.P. will not directly hold any shares of the
company's common stock. Shortly after completion of the offering, it is
anticipated that some of the members of Compass's board of directors who are
affiliated with Apollo will step down.
In accordance with General Instruction B.2. of Form 8-K, the information
included or incorporated in this report, including Exhibit 99.1, is being
furnished to the Securities and Exchange Commission and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits:
Exhibit No. Document
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99.1 Press Release dated November 18, 2004
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPASS MINERALS INTERNATIONAL, INC.
Date: November 19, 2004 /s/ Rodney L. Underdown
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Rodney L. Underdown
Chief Financial Officer