-----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, GPCMtfxq21Vr1XCpsjRAWZU90kZ3g5aERFk5t/jn6kaV8ASWccfIx6ByZNc8BxjK FlfXtPRT8uPrgLyVa0nueg== 0000893750-99-000253.txt : 19990524 0000893750-99-000253.hdr.sgml : 19990524 ACCESSION NUMBER: 0000893750-99-000253 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOYDS COLLECTION LTD CENTRAL INDEX KEY: 0001074530 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 521418730 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56331 FILM NUMBER: 99632184 BUSINESS ADDRESS: STREET 1: 350 S ST CITY: MCSHERRYSTOWN STATE: PA ZIP: 17344 BUSINESS PHONE: 7176339898 MAIL ADDRESS: STREET 1: 350 S ST CITY: MCSHERRYSTOWN STATE: PA ZIP: 17344 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR 1996 FUND L P CENTRAL INDEX KEY: 0001031665 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH STREET SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 SC 13G 1 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) The Boyds Collection, Ltd. ___________________________ (Name of Issuer) Common Stock, par value $.0001 per share ________________________________________ (Title of Class of Securities) 103354 10 6 ____________ (CUSIP Number) March 4, 1999 ______________ (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) /_/ 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). CUSIP No. 103354 10 6 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: KKR 1996 Fund L.P. 2) Check the Appropriate Box if a Member of a (a) /_/ Group (See Instructions): (b) /x/ 3) SEC Use Only 4) Citizenship or Place of Organization: Delaware Number of 5) Sole Voting Power: 32,987,654 Shares Beneficially 6) Shared Voting Power: 0 Owned by Each 7) Sole Dispositive Power: 32,987,654 Reporting Person With 8) Shared Dispositive Power: 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 32,987,654 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): 53.3% 12) Type of Reporting Person (See Instructions): PN (Page 2 of 14 Pages) CUSIP No. 103354 10 6 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: KKR Associates 1996, L.P. 2) Check the Appropriate Box if a Member of (a) /_/ a Group (See Instructions): (b) /x/ 3) SEC Use Only 4) Citizenship or Place of Organization: Delaware Number of 5) Sole Voting Power: 32,987,654 Shares Beneficially 6) Shared Voting Power: 0 Owned by Each Reporting 7) Sole Dispositive Power: 32,987,654 Person With 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 32,987,654 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): 53.3% 12) Type of Reporting Person (See Instructions): PN (Page 3 of 14 Pages) CUSIP No. 103354 10 6 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: KKR 1996 GP L.L.C. 2) Check the Appropriate Box if a Member of a (a) /_/ Group (b) /x/ 3) SEC Use Only 4) Citizenship or Place of Organization: Delaware Number of 5) Sole Voting Power: 32,987,654 Shares Beneficially 6) Shared Voting Power: 0 Owned by Each Reporting 7) Sole Dispositive Power: 32,987,654 Person With 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 32,987,654 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): 53.3% 12) Type of Reporting Person (See Instructions): OO (Page 4 of 14 Pages) CUSIP No. 103354 10 6 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: KKR Partners II, L.P. 2) Check the Appropriate Box if a Member of a (a) /_/ Group (See Instructions): (b) /x/ 3) SEC Use Only 4) Citizenship or Place of Organization: Delaware Number of 5) Sole Voting Power: 1,589,353 Shares Beneficially 6) Shared Voting Power: 0 Owned by Each Reporting 7) Sole Dispositive Power: 1,589,353 Person With 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,589,353 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): 2.6% 12) Type of Reporting Person (See Instructions): PN (Page 5 of 14 Pages) CUSIP No. 103354 10 6 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: KKR Associates (Strata) L.P. 2) Check the Appropriate Box if a Member of a (a) /_/ Group (See Instructions): (b) /x/ 3) SEC Use Only 4) Citizenship or Place of Organization: Delaware Number of 5) Sole Voting Power: 1,589,353 Shares Beneficially 6) Shared Voting Power: 0 Owned by Each Reporting 7) Sole Dispositive Power: 1,589,353 Person With 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,589,353 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): 2.6% 12) Type of Reporting Person (See Instructions): PN (Page 6 of 14 Pages) CUSIP No. 103354 10 6 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Strata LLC 2) Check the Appropriate Box if a Member of a (a) /_/ Group (See Instructions): (b) /x/ 3) SEC Use Only 4) Citizenship or Place of Organization: Delaware Number of 5) Sole Voting Power: 1,589,353 Shares Beneficially 6) Shared Voting Power: 0 Owned by Each Reporting 7) Sole Dispositive Power: 1,589,353 Person With 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,589,353 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): 2.6% 12) Type of Reporting Person (See Instructions): OO (Page 7 of 14 Pages) SCHEDULE 13G Item 1(a). Name of Issuer: The Boyds Collection, Ltd. Item 1(b). Address of Issuer's Principal Executive Offices: 350 South Street McSherrystown, PA 17344 Item 2(a). Name of Persons Filing: KKR 1996 Fund L.P. KKR Associates 1996, L.P. KKR 1996 GP L.L.C. KKR Partners II, L.P. KKR Associates (Strata) L.P. Strata LLC Item 2(b). Address of Principal Business Office or, if None, Residence: c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, NY 10019 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock, par value $.0001 per share Item 2(e). CUSIP Number: 103354 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: (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. (Page 8 of 14 Pages) (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 KKR 1996 Fund L.P. ("Fund L.P.") holds directly, and has sole voting and dispositive power with respect to, 32,987,654 shares of Common Stock. As the general partner with voting and investment control of Fund L.P., KKR Associates 1996, L.P. ("Associates 1996 L.P.") may be deemed to be the beneficial owner of the shares of Common Stock held by Fund L.P. As the sole general partner of Associates 1996 L.P., KKR 1996 GP L.L.C. ("GP L.L.C.") also may be deemed to be the beneficial owner of the shares of Common Stock held by Fund L.P. KKR Partners II, L.P. ("Partners II L.P.") holds directly, and has sole voting and dispositive power with respect to, 1,589,353 shares of Common Stock. As the general partner with voting and investment control of Partners II L.P., KKR Associates (Strata) L.P. ("Associates (Strata) L.P.") may be deemed to be the beneficial owner of the shares of Common Stock held by Partners II (Page 9 of 14 Pages) L.P. As the sole general partner of Associates (Strata) L.P., Strata LLC also may be deemed to be the beneficial owner of the shares of Common Stock held by Partners II L.P. Messrs. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Perry Golkin, Scott M. Stuart, Clifton S. Robbins and Edward A. Gilhuly are the members of each of GP L.L.C. and Strata LLC, and in such capacity may be deemed to share beneficial ownership of any securities beneficially owned by GP L.L.C. or Strata LLC, but each of the members disclaim any such beneficial ownership of Common Stock. (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 10 of 14 Pages) 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 11 of 14 Pages) 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. KKR 1996 FUND L.P. By: KKR Associates 1996, L.P., general partner By: KKR 1996 GP L.L.C., general partner By: /s/ Salvatore Badalamenti ______________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis KKR ASSOCIATES 1996, L.P. By: KKR 1996 GP L.L.C., general partner By: /s/ Salvatore Badalamenti ______________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis KKR 1996 GP L.L.C. By: /s/ Salvatore Badalamenti ______________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis (Page 12 of 14 Pages) KKR PARTNERS II, L.P. By: KKR Associates (Strata) L.P., general partner By: Strata LLC, general partner By: /s/ Salvatore Badalamenti ________________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis KKR ASSOCIATES (STRATA) L.P. By: Strata LLC, general partner By: /s/ Salvatore Badalamenti ________________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis STRATA LLC By: /s/ Salvatore Badalamenti _______________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis May 21, 1999 (Page 13 of 14 Pages) EXHIBITS Exhibit 1 - Joint Filing Agreement Exhibit 2 - Power of Attorney (Page 14 of 14 Pages) 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. KKR 1996 FUND L.P. By: KKR Associates 1996, L.P., general partner By: KKR 1996 GP L.L.C., general partner By: /s/ Salvatore Badalamenti ________________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis KKR ASSOCIATES 1996, L.P. By: KKR 1996 GP L.L.C., general partner By: /s/ Salvatore Badalamenti ______________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis KKR 1996 GP L.L.C. By: /s/ Salvatore Badalamenti ______________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis KKR PARTNERS II, L.P. By: KKR Associates (Strata) L.P., general partner By: Strata LLC, general partner By: /s/ Salvatore Badalamenti ________________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis KKR ASSOCIATES (STRATA) L.P. By: Strata LLC, general partner By: /s/ Salvatore Badalamenti ________________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis STRATA LLC By: /s/ Salvatore Badalamenti _______________________________ Name: Salvatore Badalamenti Title: Attorney-in-fact for Henry R. Kravis May 21, 1999 Exhibit 2 POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint Salvatore Badalamenti as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned, (both in the undersigned's individual capacity and as a member of any limited liability company or limited partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of KKR 1996 Fund L.P. or KKR Associates L.P. (including any amendments or supplements to any reports from schedules previously filed by such persons or entities): (i) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedules 13D, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. /s/ Henry R. Kravis ________________________ Name: Henry R. Kravis January 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----