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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
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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
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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
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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
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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
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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
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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
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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
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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
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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.
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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).
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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
<PAGE> 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
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