SEC 1745
(02-02)


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.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Rayovac Corporation

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

755081 10 6

(CUSIP Number)

 

December 31, 2002

(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).

 

 



 

 

CUSIP No.  755081 10 6

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas H. Lee Equity Advisors III Limited Partnership
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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0- shares

 

6.

Shared Voting Power
-0- shares

 

7.

Sole Dispositive Power
-0- shares

 

8.

Shared Dispositive Power
-0- shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%

 

 

12.

Type of Reporting Person*
PN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

2



 

Item 1.

 

(a)

Name of Issuer
Rayovac Corporation

 

(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 Advisors III Limited Partnership

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Thomas H. Lee Partners, L.P.
75 State Street
Boston, MA 02109

 

(c)

Citizenship
Massachusetts

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value per share

 

(e)

CUSIP Number
755081 10 6

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person filing is a:

 

– Not Applicable –

 

(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 of 1940;

 

(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 §240.13d-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 associations 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 of 1940;

 

(j)

[  ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:    -0-   shares

 

(b)

Percent of class:    0%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote    -0-   shares

 

 

(ii)

Shared power to vote or to direct the vote    -0-   shares

 

 

(iii)

Sole power to dispose or to direct the disposition of    -0-   shares

 

 

(iv)

Shared power to dispose or to direct the disposition of    -0-   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  [X].

 

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 or Control Person

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 –

 

 

4



 

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.

 

 

February 14, 2003.

 

Date

 

 

 

THOMAS H. LEE EQUITY
ADVISORS III LIMITED PARTNERSHIP

 

 

 

By:   THL Equity Trust III,
its General Partner

 

 

 


/s/ David V. Harkins

 

Signature

 


David V. Harkins
President

 

Name/Title

 

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 Rule 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)

 

 

5