-----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, OfpcUdc+aqqkrR/1Iety++/aERwIoE9gfMr8czkMGMTbQ5FQv9aTJXzr9WeXXIWZ 97vDOW3R+R6LB8M+h+lUvg== 0000950123-98-001564.txt : 19980218 0000950123-98-001564.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950123-98-001564 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STANDARD COMPANIES INC CENTRAL INDEX KEY: 0000836102 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 133465896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45063 FILM NUMBER: 98541591 BUSINESS ADDRESS: STREET 1: ONE CENTENNIAL AVENUE STREET 2: P O BOX 6820 CITY: PISCATAWAY STATE: NJ ZIP: 08855-6820 BUSINESS PHONE: 9089806000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: ONE CENTENNIAL AVENUE CITY: PISCATAWAY STATE: NJ ZIP: 08855-6820 FORMER COMPANY: FORMER CONFORMED NAME: ASI HOLDING CORP DATE OF NAME CHANGE: 19941114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELSO ASI PARTNERS LP CENTRAL INDEX KEY: 0001007420 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 320 PARK AVE., 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 SC 13G/A 1 AMENDMENT #1 TO SCHEDULE 13G: KELSO 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* American Standard Companies, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 029712106 (CUSIP Number) *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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 13 2 CUSIP No. 029712106 13G 1. Names of Reporting Persons Kelso ASI Partners, L.P. or I.R.S. Identifica- tion Nos. of Above Persons 2. Check the Appropriate Box (a) if a Member of a Group (b) 3. S.E.C. Use Only 4. Citizenship or Place of Delaware Organization Number of Shares (5) Sole Voting Power 0 Beneficially Owned by Each Reporting (6) Shared Voting Power 0 Person With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 0% 12. Type of Reporting Person PN Page 2 of 13 3 CUSIP No. 029712106 13G 1. Names of Reporting Persons Kelso American Standard or I.R.S. Identifica- Partners, L.P. tion Nos. of Above Persons 2. Check the Appropriate Box (a) if a Member of a Group (b) 3. S.E.C. Use Only 4. Citizenship or Place of Delaware Organization Number of Shares (5) Sole Voting Power 0 Beneficially Owned by Each Reporting (6) Shared Voting Power 0 Person With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 0% 12. Type of Reporting Person PN Page 3 of 13 4 CUSIP No. 029712106 13G 1. Names of Reporting Persons Joseph S. Schuchert or I.R.S. Identifica- tion Nos. of Above Persons 2. Check the Appropriate Box (a) if a Member of a Group (b) 3. S.E.C. Use Only 4. Citizenship or Place of USA Organization Number of Shares (5) Sole Voting Power 1,286,029 Beneficially Owned by Each Reporting (6) Shared Voting Power 0 Person With (7) Sole Dispositive Power 1,286,029 (8) Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,286,029 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 1.8% 12. Type of Reporting Person IN Page 4 of 13 5 CUSIP No. 029712106 13G 1. Names of Reporting Persons Frank T. Nickell or I.R.S. Identifica- tion Nos. of Above Persons 2. Check the Appropriate Box (a) if a Member of a Group (b) 3. S.E.C. Use Only 4. Citizenship or Place of U.S.A. Organization Number of Shares (5) Sole Voting Power 605,917 Beneficially Owned by Each Reporting (6) Shared Voting Power 0 Person With (7) Sole Dispositive Power 605,917 (8) Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 605,917 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 .8% 12. Type of Reporting Person IN Page 5 of 13 6 CUSIP No. 029712106 13G 1. Names of Reporting Persons George E. Matelich or I.R.S. Identifica- tion Nos. of Above Persons 2. Check the Appropriate Box (a) if a Member of a Group (b) 3. S.E.C. Use Only 4. Citizenship or Place of U.S.A. Organization Number of Shares (5) Sole Voting Power 212,964 Beneficially Owned by Each Reporting (6) Shared Voting Power 0 Person With (7) Sole Dispositive Power 212,964 (8) Shared Dispositive 0 Power 9. Aggregate Amount Beneficially Owned by Each Reporting Person 212,964 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares .3% 11. Percent of Class Represented by Amount in Row 9 12. Type of Reporting Person IN Page 6 of 13 7 CUSIP No. 029712106 13G 1. Names of Reporting Persons Thomas R. Wall, IV or I.R.S. Identifica- tion Nos. of Above Persons 2. Check the Appropriate Box (a) if a Member of a Group (b) 3. S.E.C. Use Only 4. Citizenship or Place of U.S.A. Organization Number of Shares (5) Sole Voting Power 212,155 Beneficially Owned by Each Reporting (6) Shared Voting Power 0 Person With (7) Sole Dispositive Power 212,155 (8) Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 212,155 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 .3% 12. Type of Reporting Person IN Page 7 of 13 8 CUSIP No. 029712106 13G CONTINUATION PAGES OF AMENDMENT NO. 1 TO SCHEDULE 13G Item 1(a) Name of Issuer: AMERICAN STANDARD COMPANIES INC. (THE "ISSUER") Item 1(b) Address of Issuer's Principal Executive Offices: ONE CENTENNIAL AVENUE PISCATAWAY, NJ 08855-6820 Item 2(a) Name of Person Filing: SEE ITEM 1 OF THE COVER PAGES ATTACHED HERETO. Item 2(b) Address of Principal Business Office: FOR KELSO ASI PARTNERS, L.P. (THE "FUND"), KELSO AMERICAN STANDARD PARTNERS, L.P. (THE "GENERAL PARTNER"), JOSEPH S. SCHUCHERT, FRANK T. NICKELL, GEORGE E. MATELICH AND THOMAS R. WALL, IV: C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NEW YORK 10022 Item 2(c) Citizenship: SEE ITEM 4 OF THE COVER PAGES ATTACHED HERETO. Item 2(d) Title of Class of Securities: COMMON STOCK, PAR VALUE $.01 PER SHARE Page 8 of 13 9 CUSIP No. 029712106 13G Item 2(e) CUSIP Number: 029712106 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) ( ) Broker or Dealer registered under Section 15 of the Act (b) ( ) Bank as defined in Section 3(a)(6) of the Act (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act (d) ( ) Investment Company registered under Section 8 of the Investment Company Act (e) ( ) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Re- tirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) ( ) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (h) ( ) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) NOT APPLICABLE. Item 4. Ownership If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds Page 9 of 13 10 CUSIP No. 029712106 13G five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned (b) Percent of Class: (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: (ii) shared power to vote or to direct the vote: (iii) sole power to dispose or to direct the disposi- tion of: (iv) shared power to dispose or to direct the dis- position of: NOT APPLICABLE. SEE ITEM 11 OF THE COVER PAGES ATTACHED HERETO. Item 5. Ownership of Five Percent or Less of a Class If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. SEE ITEM 11 OF THE COVER PAGES ATTACHED HERETO. Item 6. Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE. Page 10 of 13 11 CUSIP No. 029712106 13G Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. NOT APPLICABLE. Item 8. Identification and Classification of Members of the Group. NOT APPLICABLE. Item 9. Notice of Dissolution of Group. NOT APPLICABLE. Item 10. Certification. NOT APPLICABLE BECAUSE THE STATEMENT IS FILED PURSUANT TO RULE 13D-1(C). Page 11 of 13 12 CUSIP No. 029712106 13G 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: February 17, 1998 Signature: * --------------------------------- Name: Joseph S. Schuchert, (a) individually and (b) as a general partner of Kelso American Standard Partners, L.P. (for itself and as the sole general partner of Kelso ASI Partners, L.P.) Signature: * --------------------------------- Name: Frank T. Nickell Signature: * --------------------------------- Name: George E. Matelich Signature: * --------------------------------- Name: Thomas R. Wall, IV * By: /s/ JAMES S. CONNORS II --------------------------- James S. Connors II Attorney-in-fact Page 12 of 13 13 CUSIP No. 029712106 13G Exhibit 1 Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: February 17, 1998 Signature: * -------------------------------- Name: Joseph S. Schuchert, (a) individually and (b) as a general partner of Kelso American Standard Partners, L.P. (for itself and as the sole general partner of Kelso ASI Partners, L.P.) Signature: * -------------------------------- Name: Frank T. Nickell Signature: * -------------------------------- Name: George E. Matelich Signature: * -------------------------------- Name: Thomas R. Wall, IV * By: /s/ JAMES S. CONNORS II -------------------------- James S. Connors II Attorney-in-fact Page 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----