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 23, 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 (I.R.S. Employer
incorporation or 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 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT
On November 23, 2004 Apollo Management L.P. exercised its right to
terminate its Amended and Restated Management Consulting Agreement with Compass
Minerals International, Inc. (the "Corporation"). Under the termination
provisions of that Agreement, the Corporation will pay Apollo approximately $4.5
million as a final payment for all services rendered under the Agreement. The
payment will be expensed in the current period.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective November 24, 2004, the Board of Directors of Compass Minerals
International, Inc. (the "Corporation") appointed David J. D'Antoni to the Board
of Directors of the Corporation. Mr. D'Antoni, a retired senior vice president
and group operating officer of Ashland, Inc., was appointed to a term expiring
at the Corporation's 2006 Annual Meeting of Shareholders. Mr. D'Antoni was named
to the Compensation Committee and the Environment, Health and Safety Committee
of the Board. There are no arrangements or understandings between Mr. D'Antoni
and any other persons pursuant to which Mr. D'Antoni was selected as a director.
There have been no transactions since the beginning of the Corporation's last
fiscal year, or any proposed transactions, to which the Corporation or any of
its subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000 and in which Mr. D'Antoni, or any member of his immediate family, has or
will have a direct or indirect material interest.
On November 24, 2004, the Corporation issued a press release announcing
that Mr. D'Antoni has been appointed to the Board. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7.01. REGULATION FD DISCLOSURE
On November 24, 2004 Compass Minerals International, Inc. issued a
press release announcing the resignations of four directors of the Corporation,
Joel Asen, Peter Copses, Robert Falk and Scott Kleinman. All of the resigning
directors are affiliates of Apollo Management LP. The press release also
announced the reduction of the size of the Board from ten members to eight, in
addition to the election of a new director as described in Item 5.02 above. The
press release is filed herewith as Exhibit 99.1 and is incorporated herein in
its entirety by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit No. Document
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99.1 Press Release disseminated on November 24, 2004 by Compass
Minerals International, Inc.
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 24, 2004 /s/ Rodney L. Underdown
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Rodney L. Underdown
Chief Financial Officer