------------------------------
OMB APPROVAL
------------------------------
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
Hours per response . . . .14.90
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Rayovac Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
755081106
(CUSIP Number)
--------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
*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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1745 (6-00)
CUSIP NO. 13G Page 2of 6 Pages
-------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Lee Equity Fund III, L.P.
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
Delaware
-------- ----------------------------------------------------------------------
----- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ---------------------------------------------
6 SHARED VOTING POWER
6,350,259
----- ---------------------------------------------
7 SOLE DISPOSITIVE POWER
0
----- ---------------------------------------------
8 SHARED DISPOSITIVE POWER
6,350,259
--------------------------- ----- ---------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,350,259
-------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.8%
-------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
-------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 7 pages
Item 1 (a). Name of Issuer:
Rayovac Corporation
Item 1 (b). Address of Issuer's Principal Executive Offices:
601 Rayovac Drive
Madison, WI 53711-2497
Item 2 (a). Name of Person Filing:
Thomas H. Lee Equity Fund III, L.P.
Item 2 (b). Address of Principal Business Office or, if none, Residence:
c/o Thomas H. Lee Company
75 State Street
Boston, MA 02019
Item 2 (c). Citizenship:
Delaware
Item 2 (d). Title of Class of Securities:
Common Stock, par value $0.01 per share.
Item 2 (e). CUSIP Number:
755081 10 6
Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
not applicable.
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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 ____shares
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 ____shares
See Item (7) of cover pages
(iv) shared power to dispose or to direct the disposition of ____
See Item (8) of cover pages
Note: Due to an existing arrangement among the reporting person, Thomas
H. Lee Equity Advisors III L.P. ("Advisors III"), and THL Equity Trust
III L.P. ("Trust III"), Advisors III and Trust III could each be deemed
to beneficially own the shares of the reporting person reported herein.
Advisors III and Trust III each disclaims beneficial ownership of such
shares.
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 [ ].
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.
Item 10. Certification
Not applicable.
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.
Dated: February 13, 2002.
Thomas H. Lee Equity Fund III, L.P.
By: THL Equity Trust III, its General Partner
/s/Thomas H. Lee
Name: Thomas H. Lee
Title: Chairman
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b)
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)