UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
CTB International Corp.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
125960104
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(CUSIP Number)
August 26, 1997
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
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).
<PAGE>
CUSIP No. 125960104
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Securities Partners GP (Management) Corp.
13-3797982
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Instructions): (b) /x/
3 SEC USE ONLY
4 Citizenship or Place of Organization: Delaware
5 Sole Voting Power: 4,127,189
NUMBER OF
SHARES
BENEFICIALLY 6 Shared Voting Power: 0
OWNED
BY
EACH 7 Sole Dispositive Power: 4,127,189
REPORTING
PERSON
WITH 8 Shared Dispositive Power: 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,127,189
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 34.4%
12 TYPE OF REPORTING PERSON (See Instructions): CO
<PAGE>
CUSIP No. 125960104
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Securities Partners, L.P.
13-3835007
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Instructions): (b) /x/
3 SEC USE ONLY
4 Citizenship or Place of Organization: Delaware
5 Sole Voting Power: 4,127,189
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER: 4,127,189
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER: 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,127,189
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions): /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 34.4%
12 TYPE OF REPORTING PERSON (See Instructions): PN
<PAGE>
CUSIP No. 125960104
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Securities Associates, L.P.
13-3797604
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Instructions): (b) /x/
3 SEC USE ONLY
4 Citizenship or Place of Organization: Delaware
5 Sole Voting Power: 4,127,189
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER: 4,127,189
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER: 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,127,189
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions): / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 34.4%
12 TYPE OF REPORTING PERSON (See Instructions): PN
<PAGE>
CUSIP No. 125960104
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASP/CTB G.P. Corp.
13-3882444
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Instructions): (b) /x/
3 SEC USE ONLY
4 Citizenship or Place of Organization: Delaware
5 Sole Voting Power: 454,706
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER: 454,706
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER: 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 454,706
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions): / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 3.8%
12 TYPE OF REPORTING PERSON (See Instructions): CO
<PAGE>
CUSIP No. 125960104
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASP/CTB L.P.
13-3882445
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Instructions): (b) /x/
3 SEC USE ONLY
4 Citizenship or Place of Organization: Delaware
5 Sole Voting Power: 454,706
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER: 454,706
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER: 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 454,706
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions): / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 3.8%
12 TYPE OF REPORTING PERSON (See Instructions): PN
<PAGE>
SCHEDULE 13G
Item 1(a). Name of Issuer:
CTB International Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
State Road 15 North
P.O. Box 2000
Milford, IN 46542-2000
Item 2(a). Name of Persons Filing:
American Securities Partners GP (Management) Corp.
American Securities Partners, L.P.
American Securities Associates, L.P.
ASP/CTB G.P. Corp.
ASP/CTB L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence:
122 East 42nd Street
24th Floor
New York, New York 10168-0002
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
125960104
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) / / Broker or dealer registered under Section 15 of the
Exchange Act.
<PAGE>
(b) / / Bank as defined in section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) / / Investment company registered under Section 8 of the
Investment Company Act.
(e) / / An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
Item 4. Ownership.
(a) Amount Beneficially Owned
American Securities Partners, L.P. ("Partners L.P.") holds
directly, and has sole voting and dispositive power with respect
to, 4,127,189 shares of Common Stock. As the sole general
partner with sole voting and investment control of Partners
L.P., American Securities Associates, L.P. ("ASALP") may be
deemed to be the beneficial owner of the shares of Common Stock
held by Partners L.P. As the sole general partner with sole
voting and investment control of ASALP, American Securities
Partners GP (Management) Corp. also may be deemed to be the
beneficial owner of the shares of Common Stock held by Partners L.P.
<PAGE>
ASP/CTB L.P. holds directly, and has sole voting and
dispositive power with respect to, 454,706 shares of Common Stock.
As the sole general partner with sole voting and investment
control, ASP/CTB G.P. Corp. may be deemed to be the beneficial
owner of the shares of Common Stock held by ASP/CTB L.P.
Messrs. Charles D. Klein, Michael G. Fisch and David P. Steinmann
and Ms. Elizabeth R. Varet, as stockholders of American Securities
Partners GP (Management) Corp. and ASP/CTB G.P. Corp., may be deemed
to have beneficial ownership of the shares shown as beneficially
owned by American Securities Partners GP (Management) Corp. and
ASP/CTB G.P. Corp. Such persons disclaim any such beneficial ownership
of such shares.
(b) Percent of Class
See Item 11 of each cover page, which is based upon Item 5 of
each cover page. See Item 4(a).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Item 5 of each cover page.
(ii) shared power to vote or to direct the vote
See Item 6 of each cover page.
(iii) sole power to dispose or to direct the disposition of
See Item 7 of each cover page.
(iv) shared power to dispose or to direct the disposition of
See Item 8 of each cover page.
Item 5. Ownership of Five Percent or Less of a Class
If this 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 [ ].
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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. Certifications.
Not applicable.
<PAGE>
SIGNATURES
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.
AMERICAN SECURITIES PARTNERS GP (MANAGEMENT) CORP.
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: President
AMERICAN SECURITIES PARTNERS, L.P.
By: American Securities Associates, L.P., general partner
By: American Securities Partners GP (Management) Corp., general partner
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: EV President
AMERICAN SECURITIES ASSOCIATES, L.P.
By: American Securities Partners GP (Management) Corp., general partner
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: EV President
ASP/CTB G.P. CORP.
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: EV President
ASP/CTB L.P.
By: ASP/CTB G.P. Corp., general partner
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: EV President
August 2, 1999
<PAGE>
EXHIBITS
Exhibit 1 - Joint Filing Agreement
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13G to which this
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by any of us will be, filed on behalf of each of us.
AMERICAN SECURITIES PARTNERS GP (MANAGEMENT) CORP.
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: President
AMERICAN SECURITIES PARTNERS, L.P.
By: American Securities Associates, L.P., general partner
By: American Securities Partners GP (Management) Corp., general partner
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: EV President
AMERICAN SECURITIES ASSOCIATES, L.P.
By: American Securities Partners GP (Management) Corp., general partner
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: President
ASP/CTB G.P. CORP.
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: EV President
ASP/CTB L.P.
By: ASP/CTB G.P. Corp., general partner
By: /s/ Michael G. Fisch
--------------------------
Name: Michael G. Fisch
Title: EV President
August 2, 1999
