<PAGE>
PAGE 1 OF
24
-----
----SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 13G. INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO 13D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DIGITAL SOUND CORP ------------------
- -------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------
-----------(Title of Class of Securities)
2539111010
- --------------------------------------------------------------------
-----------(CUSIP Number)
----------------
Check the following box if a fee is being paid with this
statement. (A fee
is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
/ /
*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
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 Notes).
<PAGE>
PAGE 2 OF 24
----- -----
CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
AMVESCAP PLC
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 3 OF 24
----- -----
CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
AVZ, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 4 OF 24
----- -----
CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
A I M Management Group Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C
<PAGE>
PAGE 5 OF 24
----- -----
CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
AMVESCAP Group Services, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 6 OF 24
----- -----
CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 7 OF 24
----- -----
CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO North American Holdings, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive
Power 6,000,000
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person 6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 8 OF 24
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CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO Capital Management, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 9 OF 24
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CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO Funds Group, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(
a
)
/
/
(
b
)
/
X
/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 10 OF 24
----- -----
CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO Management & Research, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 11 OF 24
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CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO Realty Advisers, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 12 OF 24
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CUSIP No. 2539111010
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO (NY) Asset Management, Inc.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of
Organization
England
Number of Shares (5) Sole
Voting Power
Beneficially None
Owned by (6) Shared
Voting Power
Each Reporting
6,000,000
Person With (7) Sole
Dispositive Power
None
(8) Shared Dispositive Power
6,000,000
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
22.739%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
PAGE 13 OF 24
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ITEM 1 (A) NAME OF ISSUER:
DIGITAL SOUND CORP
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
6307 CARPINTERIA AVE
CARPINTERIA, CA 93013
ITEM 2 (A) NAME OF
PERSON(S) FILING:
AMVESCAP
PLC
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE: 11 Devonshire
Square 1315 Peachtree Street, N.W.
London EC2M 4YR Atlanta, Georgia
30309
England
ITEM 2 (C) CITIZENSHIP:
Organized under the laws of England
ITEM 2 (D) TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2 (E) CUSIP NUMBER: 2539111010
-------------
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
provisions of
Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) /X/ Parent Holding Company in accordance with Rule 13d-
1(b)(ii)(G).
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
<PAGE>
PAGE 14 OF 24
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ITEM 4 (A) - (C) OWNERSHIP:
The information in items 1 and 5-11 on the cover pages (pp 2-6)
of this statement on Schedule 13G is hereby incorporated by
reference.
The reporting persons expressly declare that the filing of this
statement on Schedule 13G shall not be construed as an admission
that they are, for the purposes of Section 13(d) or 13(g) of the
Securities and Exchange Act of 1934, the beneficial owners of any
securities covered by this statement. ITEM 5 OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS / /
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
The reporting persons hold the securities covered by this report on
behalf of other persons who have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of such securities. The interest of any such persons does not
exceed 5% of the class of securities. ITEM 7 IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARIES WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
X AVZ, Inc. - holding company in accordance with
- ---- Rule 13d-1(b)(ii)(G)
AIM Management Group Inc. - holding company in accordance with
Rule
- ---- 13d-1(b)(ii)(G)
X AMVESCAP Group Services, Inc. - holding company in
accordance with Rule
- ---- 13d 1(b)(ii)(G)
X INVESCO, Inc. - holding company in accordance with Rule
- ---- 13d-1(b)(ii)(G)
X INVESCO North American Holdings, Inc. - holding company
also
- ---- in accordance with Rule 13d-1(b)(ii)(G)
INVESCO Capital Management, Inc. - investment adviser registered
- ---- under Section 203 of the Investment Advisers Act of 1940.
INVESCO Funds Group, Inc. - investment adviser registered under
- ---- Section 203 of the Investment Advisers Act of 1940.
INVESCO Management & Research, Inc. - investment adviser
- ---- registered under Section 203 of the Investment Advisers Act
of 1940.
INVESCO Realty Advisors, Inc. - investment adviser
- ---- registered under Section 203 of the Investment Advisers Act
of 1940
DIGITAL SOUND CORP INVESCO (NY) Asset Management, Inc. -
holding company in accordance
- ---- with Rule 13d-1(b)(ii)(G)
INVESCO MIM Management Limited - investment adviser organized
- ---- in England.
INVESCO Asset Management Limited - investment adviser
organized in ---- England.
Subsidiaries not indicated with (X) have acquired no shares of
security being reported on.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
<PAGE>
PAGE 15 OF 24
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the
securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes or
effect.
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.
- --------------------------------
(Date)
/s/ Michael Perman
- --------------------------------
Michael Perman,
as Company Secretary for
AMVESCAP PLC
<PAGE>
PAGE 16 OF 24
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ David A. Hartley
- --------------------------------
David A. Hartley, as Company Secretary for each
AVZ, Inc. and
AMVESCAP Group Services, Inc.
<PAGE>
PAGE 17 OF 24
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ Carol F. Relihan
- --------------------------------
Carol F. Relihan
Vice President, Secretary and General Counsel
A I M Management Group Inc.
<PAGE>
PAGE 18 OF 24
----- -----
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ Deborah A. Lamb
- --------------------------------
Deborah A. Lamb, Director of Compliance
INVESCO, Inc.
<PAGE>
PAGE 19 OF 24
----- -----
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ Frank J. Keeler
- -------------------------------Frank J. Keeler, Secretary
INVESCO North American Holdings, Inc.
<PAGE>
PAGE 20 OF 24
----- -----
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ Deborah A. Lamb
- -------------------------------Deborah A. Lamb, Director of
Compliance INVESCO Capital Management, Inc.
<PAGE>
PAGE 21 OF 24
----- -----
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ Glen Payne
- --------------------------------
Glen Payne, Sr. Vice President and General Counsel
INVESCO Funds Group, Inc.
<PAGE>
PAGE 22 OF 24
----- -----
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ Deborah A. Lamb
- -------------------------------Deborah A. Lamb, Assistant Secretary
INVESCO Management & Research, Inc. <PAGE>
PAGE 23 OF 24
----- -----
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ Deborah A. Lamb
- ------------------------
- -------Deborah A. Lamb,
Assistant Secretary
INVESCO Realty Advisers,
Inc.
<PAGE>
PAGE 24 OF 24
----- -----
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
- --------------------------------
(Date)
/s/ Roberta Moore -----
- -----------------------
- ---Roberta Moore
INVESCO (NY) Asset
Management, Inc.
