-----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, PEZ+Sd6wWxULflakCDy45ELMzXZzkFBpYiJ5ozAWI4rhSrJKM+5CJz0W1/1zg9wf V3bl0txPy9aBG9EZ6I8hoA== 0000914427-02-000085.txt : 20020414 0000914427-02-000085.hdr.sgml : 20020414 ACCESSION NUMBER: 0000914427-02-000085 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAYOVAC CORP CENTRAL INDEX KEY: 0001028985 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 222423556 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53121 FILM NUMBER: 02546898 BUSINESS ADDRESS: STREET 1: 601 RAYOVAC DR CITY: MADISON STATE: WI ZIP: 53711-2497 BUSINESS PHONE: 6082753340 MAIL ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711-2497 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE THOMAS H EQUITY ADVISORS III LP CENTRAL INDEX KEY: 0001055838 IRS NUMBER: 043279882 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE CO STREET 2: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE CO STREET 2: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 thleeequityadvisors13ga1.txt SCHEDULE 13G/A ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden Hours per response . . . .14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Rayovac Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 755081106 (CUSIP Number) December 31, 1998 (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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (6-00) CUSIP NO. 13G Page 2of 6 Pages - -------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Lee Equity Advisors III, L.P. 04 3279882 - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------- ---------------------------------------------------------------------- ----- --------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----- --------------------------------------------- 6 SHARED VOTING POWER 10,543,630 ----- --------------------------------------------- 7 SOLE DISPOSITIVE POWER 0 ----- --------------------------------------------- 8 SHARED DISPOSITIVE POWER 10,543,630 - --------------------------- ----- --------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,543,630 - -------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 38.2% - -------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN - -------- ---------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 7 pages Item 1 (a). Name of Issuer: Rayovac Corporation Item 1 (b). Address of Issuer's Principal Executive Offices: 601 Rayovac Drive Madison, WI 53711-2497 Item 2 (a). Name of Person Filing: Thomas H. Lee Equity Advisors III, L.P. Item 2 (b). Address of Principal Business Office or, if none, Residence: c/o Thomas H. Lee Company 75 State Street Boston, MA 02019 Item 2 (c). Citizenship: Massachusetts Item 2 (d). Title of Class of Securities: Common Stock, par value $0.01 per share. Item 2 (e). CUSIP Number: 755081 10 6 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: not applicable. (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (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). Item 4. Ownership (a) Amount Beneficially Owned See Item (9) of cover pages. (b). Percent of Class: ____% See Item (11) of cover pages. (c) Number of Shares as to which Such Person has: (i) sole power to vote or to direct the vote ____shares See Item (5) of cover pages. (ii) shared power to vote or to direct the vote ____ See Item (6) of cover pages. (iii) sole power to dispose or to direct the disposition of ____shares See Item (7) of cover pages. (iv) shared power to dispose or to direct the disposition of ____ See Item (8) of cover pages.
Note: Due to an existing arrangement among the reporting person, Thomas H. Lee Foreign Fund III, L.P. and Thomas H. Lee Equity Fund III, L.P., the reporting person may be deemed to beneficially own an aggregate of 615,051 shares owned by Thomas H. Lee Foreign Fund III, L.P. and 9,928,579 shares owned by Thomas H. Lee Equity Fund III, L.P. The reporting person disclaims beneficial ownership of such shares. 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 [ ]. 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. Certification Not Applicable 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. Dated: February 13, 2002. Thomas H. Lee Equity Advisors III, L.P. By: THL Equity Trust III, its General Partner By: /s/Thomas H. Lee Name: Thomas H. Lee Title: Chairman The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----