Sec Form 13D Filing - APOLLO MANAGEMENT V LP @ COMPASS MINERALS INTERNATIONAL INC

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Compass Minerals International, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

20451N 10 1

(CUSIP Number)

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 23, 2004

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. CUSIP No. 20451N 10 1

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) YBR Holdings, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) YBR Netherlands I, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) YBR Netherlands II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Investment Fund V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Overseas Partners V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Netherlands Partners V (A), L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Netherlands Partners V (B), L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo German Partners V GmbH & Co. KG

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Management V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Advisors V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) PN

This Amendment No. 2 supplements and amends the Schedule 13D filed on December 23, 2003, as amended and supplemented by Amendment No. 1 thereto filed on July 15, 2004, by (i) YBR Holdings, LLC, a Delaware limited liability company (“Holdings”), (ii) YBR Netherlands I, L.P., a Delaware limited partnership (“YBR I”), (iii) YBR Netherlands II, L.P., a Delaware limited partnership (“YBR II”), (iv) Apollo Investment Fund V, L.P., a Delaware limited partnership (“Investment V”), (v) Apollo Overseas Partners V, L.P., a limited partnership registered in the Cayman Islands (“Overseas V”), (vi) Apollo Netherlands Partners V (A), L.P., a limited partnership registered in the Cayman Islands (“Netherlands A”), (vii) Apollo Netherlands Partners V (B), L.P., a limited partnership registered in the Cayman Islands (“Netherlands B”), (viii) Apollo German Partners V GmbH & Co. KG, a limited partnership registered in Germany (“German V,” and collectively with Investment V, Overseas V, Netherlands A and Netherlands B, the “Funds”), (ix) Apollo Management V, L.P., a Delaware limited partnership (“Management”) and (x) Apollo Advisors V, L.P., a Delaware limited partnership (“Advisors V”), relating to the shares of common stock, par value $.01 (the “Common Stock”), of Compass Minerals International, Inc. (“Compass” or the “Issuer”). Holdings, YBR I, YBR II, the Funds, Management and Advisors V are referred to collectively as the “Reporting Persons.”

Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D filed on December 23, 2003.

Responses to each item of this Amendment No. 2 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1.	Security and Issuer

Item 2.	Identity and Background

Item 3.	Source and Amount of Funds or Other Consideration

Item 4.	Purpose of Transaction

Item 5.	Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented by deleting it in its entirety and replacing it with the following:
On July 16, 2004, Holdings, YBR I and YBR II sold an aggregate of 1,019,188 shares of Common Stock upon exercise of an underwriter’s over-allotment option in connection with an underwritten offering as discussed in the registration statement on Form S-1 (File No. 333-116254) filed by the Issuer with the Securities and Exchange Commission on June 8, 2004, as amended on June 29, 2004, July 8, 2004 and July 9, 2004. Following such sale, the Reporting Persons beneficially owned an aggregate of 3,773,504 shares of Common Stock, which represented approximately 12.3% of the outstanding Common Stock of the Issuer.
On November 23, 2004, Holdings, YBR I and YBR II sold an aggregate of 3,773,504 shares of Common Stock pursuant to an underwritten offering as discussed in the registration statement on Form S-1 (File No. 333-119288) filed by the Issuer with the Securities and Exchange Commission on September 27, 2004 (as amended by Amendment No. 1 on Form S-3 to Form S-1 on November 16, 2004, the “Registration Statement”). Following such sale, none of Holdings, YBR I or YBR II holds any shares of Common Stock of the Issuer.
(a) See the information contained on the cover pages to this Amendment No. 2 to Schedule 13D which is incorporated herein by reference.

(b) See the information contained on the cover pages to this Amendment No. 2 to Schedule 13D which is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described in this Amendment No. 2 to Schedule 13D.
(d) None.
(e) November 23, 2004.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented as follows:
On November 18, 2004, Holdings, YBR I and YBR II entered into an Underwriting Agreement with Goldman, Sachs & Co. as the representative of the underwriters as named in Schedule I thereto (collectively, the “Underwriters”), the other selling stockholders named in Schedule II thereto (together with Holdings, YBR I and YBR II, the “Selling Stockholders”) and the Issuer for the sale by the Selling Stockholders of an aggregate of 4,064,024 shares of Common Stock. Closing of the sale occurred on November 23, 2004. See the Form of Underwriting Agreement, which is incorporated herein by reference, as provided in Item 7 herein.
Item 7.	Material to Be Filed as Exhibits
Exhibit 1: Form of Underwriting Agreement (incorporated herein by reference to Exhibit 1.01 to the Report on Form 8-K (File No. 001-31921), as filed by Compass Minerals International, Inc. on November 23, 2004).

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Date:	November 24, 2004	YBR HOLDINGS, LLC

		BY:	APOLLO MANAGEMENT V, L.P.
			as Manager

			By:	AIF V MANAGEMENT, INC.
				Its General Partner

					By:	/s/ Patricia M. Navis
						Patricia M. Navis
						Vice President

Date:	November 24, 2004	YBR NETHERLANDS I, L.P.

		BY:	YBR HOLDINGS, LLC
			Its General Partner

			By:	APOLLO MANAGEMENT V, L.P.
				as Manager

			By:	AIF V MANAGEMENT, INC.
				Its General Partner

					By:	/s/ Patricia M. Navis
						Patricia M. Navis
						Vice President

Date:	November 24, 2004	YBR NETHERLANDS II, L.P.

		BY:	YBR HOLDINGS, LLC
			Its General Partner

			By:	APOLLO MANAGEMENT V, L.P.
				as Manager

			By:	AIF V MANAGEMENT, INC.
				Its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	November 24, 2004	APOLLO INVESTMENT FUND V, L.P.

		BY:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:	APOLLO CAPITAL MANAGEMENT V, INC.
				Its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	November 24, 2004	APOLLO OVERSEAS PARTNERS V, L.P.

		BY:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:	APOLLO CAPITAL MANAGEMENT V, INC.
				Its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	November 24, 2004	APOLLO NETHERLANDS PARTNERS V (A), L.P.

		BY:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:	APOLLO CAPITAL MANAGEMENT V, INC.
				Its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	November 24, 2004	APOLLO NETHERLANDS PARTNERS V (B), L.P.

		BY:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:	APOLLO CAPITAL MANAGEMENT V, INC.
				Its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	November 24, 2004	APOLLO GERMAN PARTNERS V GmbH & CO. KG

		BY:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:	APOLLO CAPITAL MANAGEMENT V, INC.
				Its General Partner

				By:	/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	November 24, 2004	APOLLO MANAGEMENT V, L.P.

		BY:	AIF V MANAGEMENT, INC.
			Its General Partner

			By:	/s/ Patricia M. Navis
				Patricia M. Navis
				Vice President

Date:	November 24, 2004	APOLLO ADVISORS V, L.P.

		BY:	APOLLO CAPITAL MANAGEMENT V, INC.
			Its General Partner

			By:	/s/ Patricia M. Navis
				Patricia M. Navis
				Vice President

Sec Form 13D Filing - APOLLO MANAGEMENT V LP filing for COMPASS MINERALS INTERNATIONAL INC (CMP) - 2004-11-24

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*