UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
February 9, 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.
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>
SCHEDULE 13D
CUSIP No. 375766102 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 755,529
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 25,798,970
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 755,529
WITH
10 SHARED DISPOSITIVE POWER
25,798,970
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,554,499
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.74%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 375766102 Page 3 of 6 Pages
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) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 584,578
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 584,578
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
584,578
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 375766102 Page 4 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DI ASSOCIATES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 25,214,392
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 25,214,392
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,214,392
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.50%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Page 5 of 6 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
The Statement on Amendment No. 1 to 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
On February 4, 1998 DI Associates, L.P. and KKR Partners II, L.P.
sold 10,366,551 and 233,349 shares respectively in a registered public
offering. The price per share received by the selling stockholders was
$98.22, and the price per share to the public was $101. Following these
transactions and a related transfer between two of the Reporting Persons,
the beneficial ownership of the identified class of Securities held by
KKR Associates, DI Associates, L.P., and KKR Partners II, L.P. decreased
to 26,554,499 shares (4.74%), 25,214,392 shares (4.50%) and 584,578 shares
(0.10%), respectively. As a result of the aforementioned transactions,
the beneficial ownership of shares of all of the Reporting Persons
decreased to below 5% of the identified class of securities and thus
the filing obligation of the Reporting Persons under Rule 13-d is terminated.
<PAGE>
Page 6 of 6 Pages
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
------------------------------------
Name: Scott M. Stuart
Title: General Partner
DI ASSOCIATES, L.P.
By KKR Associates
General Partner
By /s/ Scott M. Stuart
------------------------------------
Name: Scott M. Stuart
Title: General Partner
KKR PARTNERS II, L.P.
By KKR Associates
General Partner
By: /s/ Scott M. Stuart
------------------------------------
Name: Scott M. Stuart
Title: General Partner
Dated: February 9, 1998
