SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Rayovac Corporation
(Name of Issuer)
Common Stock, $.01 par value per share
(Title and Class of Securities)
755081 10 6
(CUSIP Number)
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CUSIP No. 755081 10 6 Page 2 of 6
(1) Names of Reporting Person
Thomas H. Lee Equity Fund III, L.P.
S.S. or I.R.S. Identification Nos. of Above Person 04 3279871
(2) Check the Appropriate Box if a Member of a Group
(a) ___.
(b) _X_.
(3) SEC Use Only
(4) Citizenship or Place of Organization
Massachusetts
Number of (5) Sole Voting Power -0-
Shares
Beneficially (6) Shared Voting Power 14,437,064
Owned by Each
Reporting (7) Sole Dispositive Power -0-
Person With
(8) Shared Dispositive Power 14,437,064
(9) Aggregate Amount Beneficially Owned by Each Reporting Person - 14,437,064
(10) Check if Aggregate Amount in Row (9) Excludes Certain Shares __________.
(11) Percent of Class Represented by Amount in Row 9 - 5.3%
(12) Type of Reporting Person
PN
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CUSIP No. 755081 10 6 Page 3 of 6
Item 1(a). Name of Issuer:
Rayovac Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
601 Rayovac Drive
Madison, WI 53711-2492
Item 2(a). Name of Person Filing:
See Item (1) of the cover pages
Item 2(b). Address of Principal Business Office:
c/o Thomas H. Lee Company
75 State Street
Boston, MA 02109
Item 2(c). Citizenship:
See item (4) of cover pages
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
755081 10 6
Item 3. Nature of Person Filing:
Not applicable
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CUSIP No. 437608 10 2 Page 3 of 6
Item 4. Ownership:
(a) Amount Beneficially Owned:
See item (9) of cover pages
(b) Percent of Class:
See Item (11) of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See item (5) of cover pages
(ii) shared power to vote or to direct the vote:
See item (6) of cover pages
(iii) sole power to dispose or to direct the disposition of:
See item (7) of cover pages
(iv) shared power to dispose or to direct the dispositon of:
See item (8) of cover pages
Item 5. Ownership of Five Percent or Less of Class:
Not Applicable
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CUSIP No. 755081 10 6 Page 4 of 6
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:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
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CUSIP No. 755081 10 6 Page 5 of 6
Item 10. Certification:
Not applicable.
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CUSIP No. 755081 10 6 Page 6 of 6
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.
THOMAS H. LEE EQUITY FUND III, L.P.
By: THL Equity Advisors III Limited Partnership,
its General Partner
By: THL Equity Trust III, its General Partner
By: /s/Thomas H. Lee
Name: Thomas H. Lee
Title: Trustee
