-----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, VTkw5zhcTaQ+u0e054olBIkMXoETHANU2x6G1WcSvJa3SJHD2qKlAfhIs1cdYTfj sP/qjuQ2zOXx9D/82TKsCw== 0000893750-01-000116.txt : 20010223 0000893750-01-000116.hdr.sgml : 20010223 ACCESSION NUMBER: 0000893750-01-000116 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 GROUP MEMBERS: KKR 1996 FUND L P GROUP MEMBERS: KKR 1996 GP L.L.C. GROUP MEMBERS: KKR ASSOCIATES (STRATA) L.P. GROUP MEMBERS: KKR ASSOCIATES 1996, L.P. GROUP MEMBERS: KKR PARTNERS II, L.P. GROUP MEMBERS: STRATA LLC 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/A SEC ACT: SEC FILE NUMBER: 005-56331 FILM NUMBER: 1543968 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/A 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/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 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 $0.0001 per share ------------------------------------------------------------------------- (Title of Class of Securities) 103354 10 6 ------------------------------------------------------------------------- (CUSIP Number) May, 2000 ------------------------------------------------------------------------- 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 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). SCHEDULE 13G CUSIP No. 103354 10 6 Page 2 of 13 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 Group (a) / / (b) /X/ 3 SEC Use Only 4 Citizenship or Place of Organization Delaware NUMBER OF SHARES 5 Sole Voting Power ENEFICIALLY OWNED 32,987,654 BY EACH REPORTING PERSON WITH 6 Shared Voting Power 0 7 Sole Dispositive Power 32,987,654 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) 55.3% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 103354 10 6 Page 3 of 13 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 Group (a) / / (b) /X/ 3 SEC Use Only 4 Citizenship or Place of Organization Delaware NUMBER OF SHARES 5 Sole Voting Power BENEFICIALLY OWNED 32,987,654 BY EACH REPORTING PERSON WITH 6 Shared Voting Power 0 7 Sole Dispositive Power 32,987,654 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) 55.3% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 103354 10 6 Page 4 of 13 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 Group (a)/ / (b)/X/ 3 SEC Use Only 4 Citizenship or Place of Organization Delaware NUMBER OF SHARES 5 Sole Voting Power ENEFICIALLY OWNED 32,987,654 BY EACH REPORTING PERSON WITH 6 Shared Voting Power 0 7 Sole Dispositive Power 32,987,654 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) 55.3% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 103354 10 6 Page 5 of 13 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 Group (a) / / (b) /X/ 3 SEC Use Only 4 Citizenship or Place of Organization Delaware NUMBER OF SHARES 5 Sole Voting Power BENEFICIALLY OWNED 1,589,353 BY EACH REPORTING PERSON WITH 6 Shared Voting Power 0 7 Sole Dispositive Power 1,589,535 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) 2.7% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 103354 10 6 Page 6 of 13 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 Group (a) / / (b) -X- 3 SEC Use Only 4 Citizenship or Place of Organization Delaware NUMBER OF SHARES 5 Sole Voting Power BENEFICIALLY OWNED 1,673,253 BY EACH REPORTING PERSON WITH 6 Shared Voting Power 215,500 7 Sole Dispositive Power 1,673,253 8 Shared Dispositive Power 215,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,888,753 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) 3.2% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 103354 10 6 Page 6 of 13 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 Gro (a) / / (b) /X/ 3 SEC Use Only 4 Citizenship or Place of Organization Delaware NUMBER OF SHARES 5 Sole Voting Power BENEFICIALLY OWNED 1,673,253 BY EACH REPORTING PERSON WITH 6 Shared Voting Power 215,500 7 Sole Dispositive Power 1,673,253 8 Shared Dispositive Power 215,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,888,753 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) 3.2% 12 Type of Reporting Person (See Instructions) OO 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 G.P. 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 $0.0001 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. (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. / / (Page 8 of 13) 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. KKR Associates (Strata) L.P. ("Associates (Strata) L.P.") holds directly, and has sole voting and dispositive power with respect to, 83,900 shares of Common Stock, and holds directly, and has shared voting and dispositive power, with respect to 215,500 shares of Common Stock, of which (i) 150,000 shares are held on behalf of Henry R. Kravis, (ii) 50,000 shares are held on behalf of Henry R. Kravis' wife, (iii) 8,000 shares are held on behalf of Perry Golkin and (iv) 7,500 shares are held on behalf of Nils Brous. As the general partner with voting and investment control of Partners II L.P., Associates (Strata) L.P. also may be deemed to be the beneficial owner of the shares of Common Stock held by Partners II 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. and Associates (Strata) 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 and Edward A. Gilhuly are the members 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. (Page 9 of 13) (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 [ ]. 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 10 of 13) 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 KKR 1996 GP L.L.C., general partner By: /s/ William J. Janetschek ------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR ASSOCIATES 1996, L.P. By: KKR 1996 GP L.L.C., general partner By: /s/ William J. Janetschek ------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR 1996 GP L.L.C. By: /s/ William J. Janetschek ------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR PARTNERS II, L.P. By: KKR Associates (Strata) L.P., general partner By: /s/ William J. Janetschek ------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis (Page 11 of 13) KKR ASSOCIATES (STRATA) L.P. By: Strata LLC, general partner By: /s/ William J. Janetschek ------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis STRATA LLC By: /s/ William J. Janetschek ------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis February 14, 2001 (Page 12 of 13) EXHIBITS Exhibit 1 - Joint Filing Agreement (previously filed) Exhibit 2 - Power of Attorney (previously filed) (Page 13 of 13) -----END PRIVACY-ENHANCED MESSAGE-----