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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 13d-2(b)
(Amendment No. 1)(1)
WORLD COLOR PRESS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
981443-10-4
(CUSIP Number)
December 31, 1998
(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)
[X] Rule 13d-1(d)
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(1) 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 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).
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CUSIP NO. 981443-10-4 13G Page 2 of 7
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KKR ASSOCIATES, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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(5) SOLE VOTING POWER
NUMBER OF 692,107
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 8,324,382
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 692,107
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(8) SHARED DISPOSITIVE POWER
8,324,382
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,016,489
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.5%
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(12) TYPE OF REPORTING PERSON
PN
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ITEM 1.
(a) NAME OF ISSUER:
World Color Press, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Mill
340 Pemberwick Road
Greenwich, CT 06831
ITEM 2.
(a) NAME OF PERSONS FILING:
KKR Associates, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street
New York, New York 10019
(c) CITIZENSHIP:
New York
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
(e) CUSIP NUMBER:
981443-10-4
ITEM 3. Not applicable
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
As of December 31, 1998, KKR Associates, L.P., a New York limited
partnership, was the record owner of 692,107 shares of common
stock of World Color Press, Inc. KKR Associates, L.P. is the sole
general partner of each of APC Associates, L.P., a Delaware
limited partnership, GR Associates, L.P., a Delaware limited
partnership, WCP Associates, L.P., a Delaware limited
partnership, and KKR Partners II, L.P., a Delaware limited
partnership, in which capacity it may be deemed to be the
beneficial owner of the shares of
Page 3 of 7 pages.
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World Color Press, Inc. common stock beneficially owned by APC
Associates, L.P., GR Associates, L.P., WCP Associates, L.P. and
KKR Partners II, L.P. As of December 31, 1998, (1) APC
Associates, L.P. was the record owner of 2,201,379 shares of
common stock of World Color Press, Inc.; (2) GR Associates, L.P.
was the record owner of 1,534,465 shares of common stock of World
Color Press, Inc.; (3) WCP Associates, L.P. was the record owner
of 4,583,212 shares of common stock of World Color Press, Inc.;
and (4) KKR Partners II, L.P. was the record owner of 5,326
shares of common stock of World Color Press, Inc. In addition to
the foregoing, as of December 31, 1998, KKR Associates, L.P. was
the record owner of 692,107 shares of common stock of World Color
Press, Inc. Henry R. Kravis, George R. Roberts, Paul E. Raether,
Robert I. MacDonnell, Michael W. Michelson, James H. Greene, Jr.,
Michael T. Tokarz, Edward A. Gilhuly, Perry Golkin, Clifton S.
Robbins and Scott Stuart are the general partners of KKR
Associates, L.P., and Messrs. Kravis and Roberts are also the
members of the Executive Committee of KKR Associates, L.P., and
in such capacity may be deemed to share beneficial ownership of
any shares of common stock of World Color Press, Inc. that KKR
Associates, L.P. may beneficially own or be deemed to
beneficially own, but disclaim any such beneficial ownership.
(b) PERCENT OF CLASS:
23.5%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
692,107
(ii) Shared power to vote or to direct the vote:
8,324,382
(iii) Sole power to dispose or to direct the disposition of:
692,107
(iv) Shared power to dispose or to direct the disposition of:
8,324,382
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
Page 4 of 7 pages.
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
See Item 4 above.
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. CERTIFICATION
Not applicable.
Page 5 of 7 pages.
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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.
Date: February 16, 1999
KKR ASSOCIATES, L.P.
By: \s\ Salvatore Badalamenti
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Name: Salvatore Badalamenti
Title: Attorney-in-Fact for
Henry R. Kravis,
General Partner
Page 6 of 7 pages.
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EXHIBIT INDEX
Exhibit 24 - Power of Attorney
Page 7 of 7 pages.
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EXHIBIT 24
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
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Name: Henry R. Kravis
January 31, 1997
