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).
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
(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)
<PAGE>
<PAGE>
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)
<PAGE>
<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 11 of 14 Pages)
<PAGE>
<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.
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)
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
EXHIBITS
Exhibit 1 - Joint Filing Agreement
Exhibit 2 - Power of Attorney
(Page 14 of 14 Pages)
<PAGE>
<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.
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>
<PAGE>
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>
<PAGE>
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
