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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)
CUSIP No. 755081 10 6 Page 2 of 6
(1) Names of Reporting Person
Thomas H. Lee Equity Advisors III, L.P.
S.S. or I.R.S. Identification Nos. of Above Person 04 3279882
(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 15,331,405
Owned by Each
Reporting (7) Sole Dispositive Power -0-
Person With
(8) Shared Dispositive Power 15,331,405
(9) Aggregate Amount Beneficially Owned by Each Reporting Person - 15,331,405
(10) Check if Aggregate Amount in Row (9) Excludes Certain Shares __________.
(11) Percent of Class Represented by Amount in Row 9 - 56%
(12) Type of Reporting Person
PN
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
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
Note: Due to an existing arrangement among the reporting person,
Thomas H. Lee Foreign Fund III, L.P. and Thomas H. Lee Equity
Fund III, L.P., the reporting person may be deemed to
beneficially own an aggregate of 894,341 shares owned by
Thomas H. Lee Foreign Fund III, L.P. and 14,437,064 shares owned
by Thomas H. Lee Equity Fund III, L.P. The reporting person
disclaims beneficial ownership of such shares.
Item 5. Ownership of Five Percent or Less of Class:
Not Applicable
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
CUSIP No. 755081 10 6 Page 5 of 6
Item 10. Certification:
Not applicable.
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 ADVISORS III, LIMITED PARTNERSHIP
By: THL Equity Trust III, its General Partner
By: /s/Thomas H. Lee
Name: Thomas H. Lee
Title: Trustee