UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Gillette Company
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
375766102
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(CUSIP Number)
Scott M. Stuart, KKR Associates, DI Associates, L.P., KKR Partners II, L.P.
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street, New York, N.Y. 10019 (212) 750-8300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 12, 1998
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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 /__/.
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.
<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).
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D") relating to the
common stock, par value $.01 per share, of The Gillette Company (the
"Issuer") as previously filed by the Reporting Persons, consisting of KKR
Associates, DI Associates, L.P., and KKR Partners II, L.P., is hereby amended
and supplemented with respect to the items set forth below. Capitalized
terms used without definition have the meaning ascribed to such terms in the
Schedule 13D.
Item 4. Purpose of Transaction
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On January 12, 1998, DI Associates, L.P. and KKR Partners II, L.P.
requested that the Issuer effect the registration under the Securities Act of
10,000,000 shares of Issuer Common Stock, plus an additional 1,500,000 shares
of Issuer Common Stock for purposes of covering over-allotments (out of a
total of 37,154,399 shares of Issuer Common Stock beneficially owned by the
Reporting Persons). The ultimate decision whether or not to sell some or all
of the Issuer Common Stock for which registration has been requested will
depend upon the price obtainable for such securities, subsequent developments
affecting the Issuer, the Issuer's business and prospects, general stock
market and economic conditions, tax considerations and other factors.
More generally, the Reporting Persons intend to review on a continuing
basis their investment in the Issuer. Subject to the limitations described
in the Schedule 13D, the Reporting Persons may decide to increase or decrease
their investment in the Issuer depending upon the price and availability of
the Issuer's securities, subsequent developments affecting the Issuer, the
Issuer's business and prospects, other investment and business opportunities
available to the Reporting Persons, general stock market and economic
conditions, tax considerations and other factors.
<PAGE>
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.
KKR ASSOCIATES
By /s/ Scott M. Stuart
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Scott M. Stuart
Title: General Partner
DI ASSOCIATES, L.P.
By KKR Associates
General Partner
By /s/ Scott M. Stuart
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Scott M. Stuart
Title: General Partner
KKR PARTNERS II, L.P.
By KKR Associates
General Partner
By /s/ Scott M. Stuart
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Scott M. Stuart
Title: General Partner
DATED: January 13, 1998
