UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Duracell International Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
26633L 10 3
(CUSIP Number)
Check the following box if a fee is being paid with this statement
/ /. (A fee is not required only if the filing 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.)
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).
Pursuant to Regulation S-T of the Securities and Exchange Commission,
the entire text (excluding, in accordance with such regulation, previously
filed paper exhibits) of this Statement on Schedule 13G is set forth
below. Paragraphs (a) - (c) of Item 4 have been amended and restated by
this Amendment No. 2.
<PAGE>
CUSIP No. 26633L 10 3
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 (See
Instructions):
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization: Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With 5) Sole Voting Power: 55,940,783
6) Shared Voting Power: 0
7) Sole Dispositive Power: 55,940,783
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 55,940,783
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions):
11) Percent of Class Represented by Amount in Row (9): 48.0%
12) Type of Reporting Person (See Instructions): PN
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CUSIP No. 26633L 10 3
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons:
KKR Partners II, L.P.
2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization: Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With 5) Sole Voting Power: 1,259,217
6) Shared Voting Power: 0
7) Sole Dispositive Power: 1,259,217
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,259,217
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions):
11) Percent of Class Represented by Amount in Row (9): 1.1%
12) Type of Reporting Person (See Instructions): PN
<PAGE>
Item 1. (a) Name of Issuer
Duracell International Inc.
(b) Address of Issuer's Principal Executive Offices
Berkshire Industrial Park
Bethel, Conn. 06801
Item 2. (a) Name of Persons Filing
DI Associates, L.P.
KKR Partners II, L.P.
(b) Address of Principal Business Office or, if none, Residence
c/o Kohlberg Kravis Roberts & Co., L.P.
9 West 57th Street
New York, New York 10019
(c) Citizenship
DI Associates, L.P. -- Delaware
KKR Partners II, L.P. -- Delaware
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
26633L 10 3
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Section 240.13d-
1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section 240.13d-
1(b)(ii)(G) (Note: See Item 7)
<PAGE>
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned
DI Associates, L.P. and KKR Partners II, L.P. are Delaware limited
partnerships whose sole general partner is KKR Associates, a New York
limited partnership. On November 18, 1993, DI Associates, L.P. and KKR
Partners II, L.P. sold 5,672,317 and 127,683 shares, respectively, in a
registered public offering. As a result of the sale, DI Associates,
L.P.'s record ownership of shares decreased to 55,940,783 shares of the
identified class of securities and KKR Partners II, L.P.'s record
ownership of shares decreased to 1,259,217 shares of the identified class
of securities. As the sole general partner of each of DI Associates, L.P.
and KKR Partners II, L.P., KKR Associates may be deemed to be the
beneficial owner of an aggregate of 57,200,000 shares of the identified
class of securities. Henry R. Kravis, George R. Roberts, Paul E. Raether,
Robert I. MacDonnell, Michael W. Michelson, Saul A. Fox, James H. Greene,
Jr. and Michael T. Tokarz are the general partners of KKR Associates, and
in such capacity may be deemed to share beneficial ownership of any
securities beneficially owned by KKR Associates, but they disclaim any
such beneficial ownership.
(b) Percent of Class
See Item 11 of each cover page
(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
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4
<PAGE>
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
DI Associates, L.P. and KKR Partners II, L.P. are Delaware
limited partnerships the sole general partner of each of which is KKR
Associates, a New York limited partnership. As the sole general
partner of each of DI Associates, L.P. and KKR Partners II, L.P., KKR
Associates may be deemed to be the beneficial owner of the securities
held by such limited partnerships. DI Associates, L.P. and KKR
Partners II, L.P. may be deemed to be a group in relation to their
respective investments in Duracell International Inc. DI Associates,
L.P. and KKR Partners II, L.P. do not affirm the existence of a
group.
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
<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.
DI ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 9, 1994
Date
/s/ Paul E. Raether
Signature
Paul E. Raether, General Partner
Name/Title
<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 PARTNERS II, L.P.
By: KKR ASSOCIATES,
its General Partner
February 9, 1994
Date
/s/ Paul E. Raether
Signature
Paul E. Raether, General Partner
Name/Title
<PAGE>
EXHIBIT
Exhibit 1 - Joint Filing Agreement and Power of Attorney (incorporated by
reference to Exhibit 1 to the Statement on Schedule 13G of DI
Associates, L.P. and KKR Partners II, L.P. filed on February 14,
1992)
