UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GETTY IMAGES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
37427610
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(CUSIP Number)
David Abdoo Han van Eijden
25 Knightsbridge Vossenbeemd 51
London SW1X 7RZ, 5705 CL Helmond,
England The Netherlands
44171 663 6363 31 492 550545
with a copy to:
Kathryn A. Campbell
Sullivan & Cromwell
St. Olave's House
9a Ironmonger Lane
London EC2V 8EY England
44171 710 6500
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(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications)
February 9, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Page 1 of 12
(Exhibit Index on Page 12)
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CUSIP NO. 37427610
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlton Communications Plc
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,869,381
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,869,381
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,869,381
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14. TYPE OF REPORTING PERSON
HC
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Page 2 of 12
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CUSIP NO. 37427610
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlton Communications BV
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,869,381
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,869,381
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,869,381
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14. TYPE OF REPORTING PERSON
CO
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Page 3 of 12
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This Schedule 13D (the "Schedule 13D") is filed by Carlton
Communications Plc, an English public limited company ("Carlton Plc"), and
Carlton Communications BV, a private limited company organized under the laws of
The Netherlands and an indirect wholly owned subsidiary of Carlton Plc ("Carlton
BV" and together with Carlton Plc, the "Reporting Persons"), with respect to the
shares of Common Stock (the "Common Stock") of Getty Images, Inc., a Delaware
Corporation (the "Company").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock of the Company. The
principal executive offices of the Company are located at 500 North Michigan
Avenue, Suite 1700, Chicago, Illinois 60611.
ITEM 2. IDENTITY AND BACKGROUND.
Carlton Plc is a media company with substantial businesses in UK
commercial television and in the supply of products and services to the film,
video and television industries worldwide.
Carlton BV is an investment and financing company.
The shares of Common Stock to which this Schedule 13D relates were
acquired pursuant to a transaction described below in which Carlton BV received
shares of the Company in exchange for Class A ordinary shares of Getty
Communications plc (the "Class A Shares"), an English public limited company
("Getty Communications"). The Class A Shares of Getty were purchased by Carlton
BV, and Carlton BV was the record owner of such shares. Thus, Carlton BV is the
record owner of the shares of Common Stock of the Company that it received in
exchange for the Class A Ordinary Shares. As the parent holding company of
Carlton BV, Carlton Plc may be deemed to be the beneficial owner of such shares
pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
The principal executive offices of Carlton Plc are located at 25
Knightsbridge, London SW1X 7RZ, England. The principal executive offices of
Carlton BV are located at Vossenbeemd 51, 5705 CL Helmond, The Netherlands.
Set forth in Schedule A attached hereto is certain information with
respect to the directors and executive officers of each of the Reporting
Persons.
Page 4 of 12
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During the last five years, none of the Reporting Persons or, to the
best of their respective knowledge, any of their respective directors or
executive officers has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, U.S.
federal or state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 1,869,381 shares of Common Stock deemed beneficially owned by the
Reporting Persons were acquired by Carlton BV pursuant to a scheme of
arrangement in accordance with the U.K. Companies Act 1985 between the Company
and Getty Communications (the "Scheme of Arrangement") and a merger (the
"Merger") among the Company, Getty Communications, PhotoDisc, Inc., a Washington
corporation, and Print Merger, Inc., a Washington corporation and wholly owned
subsidiary of the Company. The Scheme of Arrangement and Merger became effective
on February 9, 1998. As a result of the Scheme of Arrangement and Merger, Getty
Communications became a wholly owned subsidiary of the Company and Carlton BV
received 1,869,381 shares of Common Stock in exchange for its 3,738,762 shares
of Class A Shares.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3, Carlton BV acquired shares of Common Stock in
the Company in exchange for its Class A Shares in the Scheme of Arrangement. The
Scheme of Arrangement was mandated by the merger agreement relating to the
Merger described in Item 3, and it was approved by shareholders and the High
Court of England and Wales on January 30, 1998. The Scheme of Arrangement
provided that each Class B ordinary share of Getty Communications (the "Class B
Shares" and together with the Class A Shares, the "Ordinary Shares") was
converted into a Class A Share. Each Ordinary Share was transferred to the
Company or its nominee, and the holders of Ordinary Shares received one share of
Common Stock of the Company for every two Ordinary Shares. Carlton BV intends to
continue to review its investment in the Shares of Common Stock of the Company.
Page 5 of 12
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ITEM 5. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Each Reporting Person is deemed to beneficially own the number of
shares of Common Stock and the percentage of outstanding shares of Common Stock
listed in the responses to Items 11 and 13, respectively, of the cover page
filed herewith with respect to such Reporting Person, and which are incorporated
by reference herein. In addition, the number of shares of Common Stock with
respect to which each Reporting Person (i) has sole voting power, (ii) shares
voting power, (iii) has sole dispositive power and (iv) shares dispositive
power, are listed in the responses to Items 7, 8, 9 and 10, respectively, of the
cover page filed herewith with respect to such Reporting Person, and which are
incorporated by reference herein.
ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Except as otherwise set forth in this Schedule 13D, none of the
Reporting Persons is a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with respect to any securities of the Company.
The Company, Getty Communications and Carlton BV intend to enter into a
registration rights agreement (the "Registration Rights Agreement"), which will
grant Carlton BV certain demand and piggyback registration rights in respect of
its shares of Common Stock in the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Description Exhibit No.
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Joint Filing Agreement 1
Page 6 of 12
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SIGNATURES
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: March 20, 1998
CARLTON COMMUNICATIONS PLC
By: /s/ David Abdoo
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Name: David Abdoo
Title: Secretary
CARLTON COMMUNICATIONS BV
By: /s/ Han van Eijden
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Name: Han van Eijden
Title: Managing Director
Page 7 of 12
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SCHEDULE A
DIRECTORS, EXECUTIVE OFFICERS AND TRUSTEES OF
THE REPORTING PERSONS
CARLTON PLC
Set forth below are the name, present principal occupation or
employment and five-year employment history of each director and executive
officer of Carlton Plc and the name, principal business and address of any
corporation or organization in which such employment is conducted. Unless
otherwise indicated, the business address of each of the following persons is
the address of the principal executive offices of Carlton Plc. Unless otherwise
indicated, each of the following persons is a citizen of England.
Michael P. Green
Mr. Green has served as Chairman of Carlton Plc since 1983. He is Chairman
of British Digital Broadcasting PLC, a Director of Independent Television
News Limited and a non-executive Director of Reuters Group Plc.
Sir Derek Birkin, TD
Sir Derek Birkin joined Carlton Plc as a non-executive Director in June
1992. He is a non-executive Director of The Merchants Trust PLC, Watmoughs
(Holdings) PLC and Merck & Co., Inc. He is also an Advisory Director of
Unilever PLC.
Bernard A. Cragg
Bernard Cragg was appointed as Finance Director of Carlton Plc in 1987. He
served as Group Financial Controller of Carlton Plc from 1985.
Anthony D. A. W. Forbes
Anthony Forbes joined Carlton Plc as a non-executive Director in July 1994.
He was joint senior partner of Cazenove & Co. from 1980 until 1994. He is a
non-executive Director of Royal Sun Alliance Insurance Group plc,
Watmoughs (Holdings) PLC and The Merchants Trust PLC.
Page 8 of 12
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David B. Green
David Green became a non-executive Director of Carlton Plc in 1990. He is
Chairman of Colefax and Fowler Group PLC.
Leslie F. Hill
Leslie Hill was appointed to the Board of Carlton Plc in April 1994
following the takeover of Central Independent Television P.L.C. ("Central")
and became a non-executive Director of Carlton Plc in December 1995. He was
Chief Executive and then Chairman of Central from March 1991 to December
1995.
Sir Sydney Lipworth, QC
Sir Sydney Lipworth joined Carlton Plc as a non-executive Director in
November 1993. He is non-executive chairman of Zeneca Group PLC, Deputy
Chairman of National Westminster Bank Plc and Chairman of the U.K.
Financial Reporting Council. Previously, he was Chairman of the U.K.
Monopolies and Mergers Commission.
June F. de Moller
June de Moller was appointed Managing Director of Carlton Plc in July 1993.
She has been a Director of Carlton Plc since February 1983. She is a
non-executive Director of Anglian Water Plc.
Sir Brian Pitman
Sir Brian Pitman became a non-executive Director of the Company in March
1998. He is Chairman of Lloyds TSB Group plc and Lloyds Bank plc. He is
also a Director of the National Bank of New Zealand Limited and NBNZ
Holdings Limited, a non-executive Director of Next plc and President of the
Chartered Institute of Bankers.
Nigel N. Walmsley
Nigel Walmsley joined the Board of Carlton Plc in October 1991. He was
appointed Chairman of Carlton Television Limited in May 1994. He is a
director of British Digital Broadcasting PLC, a non-executive Director of
GMTV Limited and of Energis plc, and a Vice President of the Advertising
Association.
Page 9 of 12
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Matthew J. Kearney
Matthew Kearney joined Carlton Plc in 1993 and was appointed Associate
Director in May 1996. This title indicates a senior officer position
immediately below that of Executive Director.
The Hon. Piers J. H. Inskip
Piers Inskip joined Carlton Plc in 1989 and was appointed an Associate
Director in 1990.
David Abdoo
David Abdoo joined Carlton Plc in 1988 and was appointed Company Secretary
in 1991.
Page 10 of 12
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CARLTON BV
Set forth below are the name, present principal occupation or
employment and five-year employment history of each director and executive
officer of Carlton BV and the name, principal business and address of any
corporation or organization in which such employment is conducted. Unless
otherwise indicated, the business address of each of the following persons is
the address of the principal executive offices of Carlton BV.
Han J.C.J. van Eijden
Mr. van Eijden has served as a Managing Director of Carlton BV since 1993.
He is a Director of Primacor BV, Technicolor BV, Technicolor Videocassette
BV, Technicolor Spain SA, Technicolor Scandinavia and Euphon Technicolor
SpA. Mr. van Eijden is a citizen of The Netherlands.
Guiseppe Filardi
Mr. Filardi has served as a Managing Director of Carlton BV since 1993. He
is a Director of Technicolor Limited and Primacor BV and Managing Director
of Technicolor SpA. Mr. Filardi is a citizen of Italy.
Page 11 of 12
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EXHIBIT INDEX
Exhibit Page
Number Description Number
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1 Joint Filing Agreement
Page 12 of 12
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned hereby agree to the joint filing of the Schedule
13D, dated March 20, 1998, each and every amendment thereto and, if appropriate,
the joint filing of a Schedule 13G and amendments thereto in lieu thereof.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
Dated: March 20, 1998
CARLTON COMMUNICATIONS PLC
By: /s/ David Abdoo
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Name: David Abdoo
Title: Secretary
CARLTON COMMUNICATIONS BV
By: /s/ Han van Eijden
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Name: Han van Eijden
Title: Managing Director
