SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Lexmark International Group, Inc.
---------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
52977110
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(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).
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CUSIP No. 52977110 13G
1. Names of Reporting Persons The Clayton & Dubilier Private
S.S. or I.R.S. Identifica- Equity Fund IV Limited
tion Nos. of Above Persons Partnership
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of Connecticut
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person PN
2
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1. Names of Reporting Persons Clayton & Dubilier Associates IV
S.S. or I.R.S. Identifica- Limited Partnership
tion Nos. of Above Persons
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of Connecticut
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person PN
3
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1. Names of Reporting Persons
S.S. or I.R.S. Identifica- Joseph L. Rice, III
tion Nos. of Above Persons
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States of America
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person IN
4
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1. Names of Reporting Persons
S.S. or I.R.S. Identifica- Donald J. Gogel
tion Nos. of Above Persons
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States of America
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person IN
5
<PAGE>
1. Names of Reporting Persons
S.S. or I.R.S. Identifica- B. Charles Ames
tion Nos. of Above Persons
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States of America
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person IN
6
<PAGE>
1. Names of Reporting Persons
S.S. or I.R.S. Identifica- William A. Barbe
tion Nos. of Above Persons
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States of America
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person IN
7
<PAGE>
1. Names of Reporting Persons
S.S. or I.R.S. Identifica- Leon J. Hendrix, Jr.
tion Nos. of Above Persons
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States of America
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person IN
8
<PAGE>
1. Names of Reporting Persons
S.S. or I.R.S. Identifica- Andrall E. Pearson
tion Nos. of Above Persons
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States of America
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person IN
9
<PAGE>
1. Names of Reporting Persons
S.S. or I.R.S. Identifica- Hubbard C. Howe
tion Nos. of Above Persons
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States of America
Organization
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting
Owned by Each Reporting Power 6,654,829
Person with (7) Sole Dispositive
Power 0
(8) Shared Dispositive
Power 6,654,829
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,654,829
10. Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 9.8%
12. Type of Reporting Person IN
10
<PAGE>
STATEMENT ON SCHEDULE 13G
-------------------------
Item 1(a) Name of Issuer:
Lexmark International Group, Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
Lexmark International Group, Inc.
One Lexmark Centre Drive
Lexington, Kentucky 40550
Item 2(a) Name of Person Filing:
See Item 1 of the cover pages attached hereto.
Item 2(b) Address of Principal Business Office:
For The Clayton & Dubilier Private Equity
Fund IV Limited Partnership (the "Fund")
and Clayton & Dubilier Associates IV Limited
Partnership ("Associates"):
270 Greenwich Avenue
Greenwich, Connecticut 06830
For Messrs. Rice, Gogel, Ames, Barbe, Hendrix,
Pearson and Howe:
c/o Clayton, Dubilier & Rice, Inc.
375 Park Avenue
18th Floor
New York, New York 10152
Item 2(c) Citizenship:
See Item 4 of the cover pages attached hereto.
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $.01 per share.
Item 2(e) CUSIP Number: 52977110
11
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Item 3. If this statement is filed pursuant to Rules 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 ss. 240.13d-1
(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with ss. 240.13d-1(b)
(ii)(G)
(h) ( ) Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Not Applicable.
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned
6,654,829 shares (as of December 31, 1997)
(b) Percent of Class:
12
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9.8% (as of December 31, 1997)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
6,654,829 shares
(iii)sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 6,654,829 shares
The Fund, a Connecticut limited partnership, is the record
holder of 6,654,829 shares. Associates, a Connecticut
limited partnership, is the sole general partner of
the Fund. Messrs. Rice, Gogel, Ames, Barbe,
Hendrix, Pearson and Howe are the general partners of
Associates and, as such, share investment discretion with
respect to the securities held by the Fund. Pursuant to
Rule 13d-3(d) under the Securities Exchange Act of 1934,
as amended, Messrs. Rice, Gogel, Ames, Barbe, Hendrix,
Pearson and Howe may be deemed to be beneficial owners of
the shares of Class A Common Stock owned by the Fund. Each
of Messrs. Rice, Gogel, Ames, Barbe, Hendrix, Pearson and
Howe expressly disclaims such beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class
If the 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 [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
13
<PAGE>
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 because the statement is filed
pursuant to Rule 13d-1(c).
14
<PAGE>
Signature
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After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Date: February 13, 1998
Signature: /s/ Donald J. Gogel
---------------------------
Name: Donald J. Gogel,
(i)individually and (ii) as
a general partner of
Clayton & Dubilier
Associates IV Limited
Partnership (for itself
and as the sole general
partner of The Clayton
& Dubilier Private Equity
Fund IV Limited
Partnership).
Signature: /s/ Donald J. Gogel 1
---------------------------
Name: Joseph L. Rice, III
Signature: /s/ Donald J. Gogel 1
---------------------------
Name: B. Charles Ames
Signature: /s/ Donald J. Gogel 1
---------------------------
Name: Hubbard C. Howe
Signature: /s/ Donald J. Gogel 1
---------------------------
Name: William A. Barbe
Signature: /s/ Donald J. Gogel 1
---------------------------
Name: Leon J. Hendrix, Jr.
Signature: /s/ Donald J. Gogel 1
---------------------------
Name: Andrall E. Pearson
- -------------------
1 Pursuant to a Power of Attorney filed as Exhibit 2 to the
Schedule 13G filed by the Fund and the other filing parties
set forth herein with the Securities and Exchange Commission
on February 6, 1996.
15
<PAGE>
Exhibit 1
---------
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the
Statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
Dated: February 13, 1998
Signature: /s/ Donald J. Gogel
---------------------------
Name: Donald J. Gogel,
(i)individually and (ii) as
a general partner of
Clayton & Dubilier
Associates IV Limited
Partnership (for itself
and as the sole general
partner of The Clayton
& Dubilier Private Equity
Fund IV Limited
Partnership).
Signature: /s/ Donald J. Gogel 2
---------------------------
Name: Joseph L. Rice, III
Signature: /s/ Donald J. Gogel 2
---------------------------
Name: B. Charles Ames
Signature: /s/ Donald J. Gogel 2
---------------------------
Name: Hubbard C. Howe
Signature: /s/ Donald J. Gogel 2
---------------------------
Name: William A. Barbe
Signature: /s/ Donald J. Gogel 2
---------------------------
Name: Leon J. Hendrix, Jr.
Signature: /s/ Donald J. Gogel 2
---------------------------
Name: Andrall E. Pearson
- -------------------
2 Pursuant to a Power of Attorney filed as Exhibit 2 to the
Schedule 13G filed by the Fund and the other filing parties
set forth herein with the Securities and Exchange Commission
on February 6, 1996.
