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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
AND
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a) (RULE 13d-101)
(AMENDMENT NO. 3)
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NIMBUS CD INTERNATIONAL, INC.
(Name of Subject Company)
CARLTON COMMUNICATIONS PLC
NEPTUNE ACQUISITION CORP.
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
65439010
(CUSIP Number of Class of Securities)
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DAVID ABDOO
COMPANY SECRETARY
25 KNIGHTSBRIDGE
LONDON SW1X 7RZ ENGLAND
011 44171 663 6363
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
DAVID M. KIES
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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This Amendment No. 3 is filed to supplement and amend the information
set forth in (i) the Tender Offer Statement on Schedule 14D-1 filed by Carlton
Communications Plc ("Parent") and Neptune Acquisition Corp. (the "Purchaser") on
June 23, 1998, as amended by Amendment No. 1 to such Schedule filed with the SEC
on July 8, 1998 and Amendment No. 2 to such Schedule filed with the SEC on July
13, 1998 (as so amended, the "Schedule 14D-1"), with respect to shares of Common
Stock, par value $.01 per share ("Shares"), of Nimbus CD International, Inc.
(the "Company") and (ii) the Schedule 13D filed by Parent and the Purchaser on
June 23, 1998, as amended by Amendment No. 1 to such Schedule filed with the SEC
on July 8, 1998 and Amendment No. 2 to such Schedule filed with the SEC on July
13, 1998 (as so amended, the "Schedule 13D"), with respect to Shares. Unless
otherwise indicated, the capitalized terms used herein shall have the meanings
specified in the Schedule 14D-1 including the Offer to Purchase filed as Exhibit
(a)(1) thereto.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
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Item 5 (a)-(g) of the Schedule 14D-1 is hereby amended to read in its
entirety as follows:
"The information set forth in the introductory section and in
Sections 7, 10, and 11 of the Offer to Purchase is incorporated herein
by reference. Except as set forth in such sections of the Offer to
Purchase, neither Purchaser nor Parent currently has any plans or
proposals which relate to or would result in: (a) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation
involving the Company or any of its subsidiaries; (b) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (c) any change in the present board of directors or
management of the Company including, but not limited to, any plans or
proposals to change the number or the term of directors or to fill any
existing vacancies on the board of directors of the Company; (d) any
material change in the present capitalization or dividend policy of the
Company; (e) any other material change in the Company's corporate
structure or business; (f) causing a class of securities of the Company
to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; or (g) a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act."
Item 10. Additional Information
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Item 10(f) of the Schedule 14D-1 is hereby amended as follows:
The paragraph beginning at the bottom of Page 3 of the Offer to
Purchase is amended to read in its entirety as follows:
"Upon the terms and subject to the conditions of the Offer
(including the Offer Conditions and, if the Offer is extended or
amended, the terms and conditions of any such extension or amendment),
Purchaser will accept for payment, and pay for, all Shares validly
tendered and not withdrawn as promptly as practicable after the later
of (i) the expiration or termination of the waiting period under the
HSR Act applicable to the purchase of Shares pursuant to the Offer and
(ii) the Expiration Date; provided, however,
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that neither Parent nor Purchaser shall waive the Minimum Condition
without the prior written consent of the Company. In addition, subject
to applicable rules of the SEC, Purchaser expressly reserves the right
to delay acceptance for payment of or payment for Shares in order to
comply, in whole or in part, with any applicable law."
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SIGNATURES
After due 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: July 15, 1998 CARLTON COMMUNICATIONS PLC
By: /s/ David Abdoo
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Name: David Abdoo
Title: Company Secretary
NEPTUNE ACQUISITION CORP.
By: /s/ Thomas M. Collins, Jr.
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Name: Thomas M. Collins, Jr.
Title: Secretary
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