<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DURACELL INTERNATIONAL INC.
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(Name of issuer)
Common Stock, par value $0.01 per share
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(Title of class of securities)
26633L103
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(CUSIP number)
Ms. Jill C. Richardson
The Gillette Company
Prudential Tower Building
Suite 4800
Boston, Massachusetts 02199
617-421-7000
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(Name, address and telephone number of person authorized to receive notices and
communications)
September 12, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Page 1 of 13 Pages
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Exhibit Index appears on page 13.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 (the "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. 26633L103
Page 2 of 13 Pages
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13D
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CUSIP No. 26633L103 Page 3 of 13 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Gillette Company
S.S. or IRS Identification Number: 04-1366970
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(a) /X/
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 41,100,000
EACH ------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,100,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D
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CUSIP No. 26633L103 Page 4 of 13 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Alaska Acquisition Corp.
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) /X/
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 41,100,000
EACH ------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,100,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
-------------------
This statement on Schedule 13D relates to the common stock, par value
$.01 per share (the "Common Stock"), of Duracell International Inc. (the
"Issuer"). The Issuer is a Delaware corporation with its principal executive
offices located at Berkshire Corporate Park, Bethel, Connecticut 06801.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a) The names of the persons filing this statement are The Gillette
Company, a Delaware corporation ("Gillette") and Alaska Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Gillette ("Sub" and
together with Gillette, the "Filing Persons").
(b) The address of the principal business and principal office of the
Filing Persons is Prudential Tower Building, Suite 4800, Boston, Massachusetts
02199.
(c) Sub was incorporated solely for the purpose of merging with and
into Issuer, and has no other business. Set forth in Schedule A is the name,
citizenship, business or residence address and present principal occupation or
employment, as well as the name and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of Sub, as of the date hereof.
Gillette's businesses range across several industry segments, including
blades and razors, toiletries and cosmetics, stationery products, electric
shavers, small household appliances, hair care appliances, oral care appliances
and oral care products. Set forth in Schedule B is the name, citizenship,
business or residence address and present principal occupation or employment, as
well as the name and address of any corporation or other organization in which
such occupation or employment is conducted, of each of the directors and
executive officers of Gillette, as of the date hereof.
(d) During the last five years, neither of the Filing Persons, nor, to
the knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(e) During the last five years, neither of the Filing Persons, nor to
the knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of September 12, 1996, among Gillette, Sub and the Issuer, and subject
to the conditions set forth therein (including approval by the stockholders of
the Issuer and Gillette and approvals of the applicable regulatory authorities),
Sub will be merged with and into the Issuer (the "Merger"), and each share of
Common Stock (except as otherwise provided in the Merger Agreement) will be
converted into the right to receive .904 shares of common stock of Gillette.
Concurrently with the execution and delivery of the Merger Agreement,
dated as of September 12, 1996, among Gillette, Sub and the Issuer, Gillette and
Sub entered into a Stockholders Agreement with each of DI Associates, L.P. and
KKR Partners II, L.P. (collectively, the "Stockholders"), pursuant to which,
among other things, the Stockholders, severally and not jointly, have agreed to
vote the shares of Common Stock then owned, currently or thereafter acquired,
in favor of the Merger and have granted to Sub an irrevocable proxy (coupled
with an interest) to vote such shares of Common Stock in favor of the Merger.
The description of the Merger Agreement and the Stockholders Agreement
contained in this Schedule 13D are qualified in their entirety by reference to
such agreements, copies of which appear as Exhbiits 1 and 2 hereto,
respectively.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
(a)-(b) The purpose of the transaction is to facilitate the approval
of the Merger by the stockholders of the Issuer.
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(c)-(i) Note applicable.
(j) Other than as described above, the Filing Persons currently have no
plans or proposals which relate to, or may result in, any of the matters listed
in Items 4(a) - (j) of Schedule 13D (although the Filing Persons reserve the
right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a)-(b) As a result of the Stockholders Agreement, the Filing Persons
may be deemed to be the beneficial owners of 41,100,000 shares of Common Stock.
Based upon information contained in the most recently available filing by the
Issuer with the Securities and Exchange Commission (the "SEC"), such shares
constitute approximately 34.4% of the issued and outstanding shares of Common
Stock.
To the knowledge of the Filing Persons, no shares of Common Stock are
beneficially owned by any of the persons named in either Schedule A or Schedule
B.
(c) Neither the Filing Persons, nor, to the knowledge of the Filing
Persons, any person named in either Schedule A or Schedule B, has effected any
transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
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RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
Pursuant to the Merger Agreement and Stockholders Agreement, Gillette
and the Stockholders also entered into a Registration Rights Agreement dated as
of September 12, 1996 which appears as Exhibit 3 hereto. Other than the Merger
Agreement, the Stockholders Agreement, the Registration Rights Agreement and the
Confidentiality Agreement to the best knowledge of the Filing Persons, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any persons with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit Description
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1. Agreement and Plan of Merger, dated as of September 12, 1996,
among The Gillette Company, Alaska Acquisition Corp. and
Duracell International Inc. is incorporated herein by reference to
the Issuer's Form 8-K, SEC File No. 1-10747, Exhibit 2, as filed
with the SEC on September 16, 1996.
<PAGE> 8
2. Stockholders Agreement, dated as of September 12, 1996,
among The Gillette Company, Alaska Acquisition Corp., DI
Associates, L.P. and KKR Partners II, L.P. is incorporated herein
by reference to the Issuer's Form 8-K, SEC File No. 1-10747,
Exhibit 99.1, as filed with the SEC on September 16, 1996.
3. Registration Rights Agreement, dated as of September 12,1996,
among The Gillette Company, KKR Partners II, L.P. and DI
Associates, L.P. is incorporated herein by reference to the
Issuer's Form 8-K, SEC File No. 1-10747, Exhibit 99.2, as filed
with the SEC on September 16, 1996.
4. Joint Filing Agreement between The Gillette Company and Alaska
Acquisition Corp.
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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: September 23, 1996 ALASKA ACQUISITION CORP.
By: /s/ Kenneth F. Kames
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Name: Kenneth F. Kames
Title: Vice President
By: /s/ William J. Mostyn, III
--------------------------------
Name: William J. Mostyn, III
Title: Assistant Secretary
THE GILLETTE COMPANY
By: /s/ Lloyd B. Swaim
--------------------------------
Name: Lloyd B. Swaim
Title: Vice President and Treasurer
By: /s/ Kenneth F. Kames
--------------------------------
Name: Kenneth F. Kames
Title: Vice President
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Schedule A
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DIRECTORS AND EXECUTIVE OFFICERS
OF ALASKA ACQUISITION CORP.
The name, business address and title with Alaska Acquisition Corp, and
present principal occupation or employment, of each of the directors and
executive officers of Alaska Acquisition Corp. are set forth below. Except as
indicated, each person's business address is Prudential Tower Building, Suite
4800, Boston, Massachusetts 02119. Except as indicated, each person listed below
is a citizen of the United States.
Board of Directors
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Present Principal
Name and Title Occupation
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Joel P. Davis, Director Senior Vice President, The Gillette
Company
Michael C. Hawley, Director President and Chief Operating Officer,
The Gillette Company
Joseph E. Mullaney, Director Vice Chairman of the Board, The
Gillette Company
Thomas F. Skelly, Director Senior Vice President, The Gillette
Company
Executive Officers
------------------
Name and Title Present Principal Occupation
-------------- ----------------------------
Joel P. Davis, President Senior Vice President, The Gillette
Company
Kenneth F. Kames, Vice President Vice President, The Gillette Company
Thomas F. Skelly, Vice President Senior Vice President, The Gillette
Company
Lloyd B. Swaim, Treasurer Vice President, The Gillette Company
Jill C. Richardson, Secretary Secretary, The Gillette Company
William J. Mostyn III, Assistant Senior Group Counsel, The Gillette
Secretary Company
<PAGE> 11
Schedule B
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DIRECTORS AND EXECUTIVE OFFICERS
OF THE GILLETTE COMPANY
The name, business address and title with Gillette, and present
principal occupation or employment, of each of the directors and executive
officers of Gillette are set forth below. Except as indicated, each person's
business address is Prudential Tower Building, Suite 4800, Boston, Massachusetts
02199. Except as indicated, each person listed below is a citizen of the United
States.
Present Principal
Occupation Including
Name and Title Name of Employer
-------------- --------------------
Alfred M. Zeien, Chairman of the Chairman of the Board of Directors and
Board of Directors and Chief Executive Chief Executive Officer, The Gillette
Officer Company
Michael C. Hawley, President and Chief President and Chief Operating Officer,
Operating Officer The Gillette Company
Joseph E. Mullaney, Vice Chairman of Vice Chairman of the Board, The
the Board of Directors Gillette Company
Warren E. Buffett, Director Chairman of the Board and Chief
Executive Officer of Berkshire
Hathaway Inc., 1440 Kiewit Plaza,
Omaha, Nebraska 68131
Wilbur H. Gantz, Director President and Chief Executive Officer
of PathoGenesis Corporation, 5215 Old
Orchard Road, Suite 910, Skokie,
Illinois 60077
Michael B. Gifford, Director Former Managing Director and Chief
(citizen of Great Britain) Executive, The Rank Organisation Plc,
London, England (retired)
Carol R. Goldberg, Director President, The Avcar Group, Ltd., 225
Franklin Street, Suite 2700, Boston,
Massachusetts 02110
Herbert H. Jacobi, Director Chairman of the Managing Partners of
Trinkaus & Burkhardt, Koenigsallee
21/23, D-40212 Duesseldorf 1,
Germany
<PAGE> 12
Richard R. Pivirotto, Director President, Richard R. Pivirotto Co.,
Inc., 111 Clapboard Ridge Road,
Greenwich, Connecticut 06830
Juan M. Steta, Director Of Counsel, Santamarina y Steta,
(citizen of Mexico) Edificio "Omega" Campos Eliseos,
No. 345-3er PISO, Col. Chapultepec
Polanco, 11560 Mexico, D.F.
Alexander B. Trowbridge, Director President, Trowbridge Partners Inc.
1317 F. Street, N.W. Suite 500,
Washington, D.C. 20004
Joseph F. Turley, Director Former President and Chief Operating
Officer, The Gillette Company (retired)
Executive Officers
------------------
Name Title
---- -----
Alfred M. Zeien Chairman and Chief Executive Officer
Michael C. Hawley President and Chief Operating Officer
Joseph E. Mullaney Vice Chairman of the Board
Robert G. King Executive Vice President
Jacques Lagarde Executive Vice President
Joel P. Davis Senior Vice President
Robert E. DiCenso Senior Vice President
Thomas F. Skelly Senior Vice President
Charles W. Cramb Vice President and Controller
<PAGE> 13
Exhibit Index
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Exhibit Description Page
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1. Conformed Agreement and Plan of Merger, dated as of *
September 12, 1996, among The Gillette Company,
Alaska Acquisition Corp. and Duracell International
Inc. is incorporated herein by reference to the
Issuer's Form 8-K, SEC File No. 1-10747, Exhibit 2,
as filed with the SEC on September 16, 1996.
2. Conformed Stockholders Agreement, dated as of *
September 12, 1996, among The Gillette Company,
Alaska Acquisition Corp., DI Associates, L.P. and
KKR Partners II, L.P. is incorporated herein by
reference to the Issuer's Form 8-K, SEC File No.
1-10747, Exhibit 99.1, as filed with the SEC on
September 16, 1996.
3. Conformed Registration Rights Agreement, dated as of *
September 12, 1996, among The Gillette Company, KKR
Partners II, L.P. and DI Associates, L.P. is
incorporated herein by reference to the Issuer's
Form 8-K, SEC File No. 1-109747, Exhibit 99.2, as
filed with the SEC on September 16, 1996.
4. Joint Filing Agreement between The Gillette Company E-1
and Alaska Acquisition Corp.
<PAGE> 1
Exhibit 4
---------
Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the common stock of Duracell International Inc., and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings.
Dated: September 23, 1996 ALASKA ACQUISITION CORP.
By: /s/ Kenneth F. Kames
--------------------------------
Name: Kenneth F. Kames
Title: Vice President
By: /s/ William J. Mostyn, III
--------------------------------
Name: William J. Mostyn, III
Title: Assistant Secretary
THE GILLETTE COMPANY
By: /s/ Lloyd B. Swaim
--------------------------------
Name: Lloyd B. Swaim
Title: Vice President and Treasurer
By: /s/ Kenneth F. Kames
--------------------------------
Name: Kenneth F. Kames
Title: Vice President
