UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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).
<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 5) Sole Voting Power: 55,940,783
Shares
Beneficially Owned 6) Shared Voting Power: 0
by
Each Reporting 7) Sole Dispositive Power: 55,940,783
Person With
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):
47.7%
12) Type of Reporting Person (See Instructions): PN
<PAGE>
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 5) Sole Voting Power: 1,259,217
Shares
Beneficially Owned 6) Shared Voting Power: 0
by
Each Reporting 7) Sole Dispositive Power: 1,259,217
Person With
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>
AMENDMENT NO. 3 ON SCHEDULE 13G
This Statement on Schedule 13G (the "Schedule 13G") relating to the common
stock, par value $.01 per share, of Duracell International, Inc. as previously
filed by DI Associates, L.P. and KKR Partners II, L.P., is hereby amended and
supplemented with respect to the item set forth below.
Item 4. Ownership
The fifth sentence of the response to Item 4(a) is amended in its entirety
and is replaced with the following:
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 and, beginning as of January 1, 1995, Clifton S.
Robbins, Scott M. Stuart, Perry Golkin and Edward A. Gilhuly 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
Not amended
(ii) shared power to vote or to direct the vote
Not amended
(iii) sole power to dispose or to direct the disposition of
Not amended
(iv) shared power to dispose or to direct the disposition of
Not amended
<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
2/14/95
Date
/s/ Michael T. Tokarz
Signature
Michael T. Tokarz
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
2/14/95
Date
/s/ Michael T. Tokarz
Signature
Michael T. Tokarz
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)
