UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Duracell International Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
26633L 10 3
(CUSIP Number)
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 1 of 7 pages)
<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: 0
Shares
Beneficially 6) Shared Voting Power: 0
Owned by 7) Sole Dispositive Power: 0
Each Reporting
Person With 8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each
Reporting Person: 0
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions):
11) Percent of Class Represented by Amount in Row (9): 0%
12) Type of Reporting Person (See Instructions): PN
(Page 2 of 7 pages)
<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: 0
Shares
Beneficially 6) Shared Voting Power: 0
Owned by
Each Reporting 7) Sole Dispositive Power: 0
Person With
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each
Reporting Person: 0
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions):
11) Percent of Class Represented by Amount in Row (9): 0%
12) Type of Reporting Person (See Instructions): PN
(Page 3 of 7 pages)
<PAGE>
AMENDMENT NO. 5 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. ("Duracell")
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
(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 December 31, 1996,
Alaska Acquisition Corp., a wholly owned subsidiary of The Gillette
Company ("Gillette"), was merged (the "Merger") with and into Duracell
and each share of common stock of Duracell, par value $.01 per share,
was converted into the right to receive 0.904 shares of common stock of
Gillette, par value $1.00 per share. As a result of the Merger, all of
the shares of common stock of Duracell previously owned by DI
Associates, L.P. and KKR Partners II, L.P. were converted into shares
of common stock of Gillette in the manner described above and such
entities no longer beneficially own any shares of common stock of
Duracell.
(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
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [X].
See Item 4.
(Page 4 of 7 pages)<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
January 28, l997
Date
/s/ Scott M. Stuart
Signature
Scott M. Stuart/General Partner
Name/Title
(Page 5 of 7 pages)<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
January 28, 1997
Date
/s/ Scott M. Stuart
Signature
Scott M. Stuart/General Partner
Name/Title
(Page 6 of 7 pages)<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)
(Page 7 of 7 pages)
