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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. 2)
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. 2)
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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. 2 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 (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 (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 4. Source and Amount of Funds or Other Consideration
Item 4(a)-(c) of the Schedule 14D-1 is hereby amended as follows:
Purchasers and Parent have now determined that the purchase of
Shares pursuant to the Offer will be financed out of Parent's net cash
and other liquid assets. As of March 31, 1998, Parent's net cash and
other liquid assets (expressed in dollars based on an exchange rate of
(pound)1 = $1.6765) was approximately $328.1 million.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
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 any of the transactions,
changes or other events described in subparagraphs (a)-(g) of Item 5 of
the form of Tender Offer Statement on Schedule 14D-1 promulgated under
the Exchange Act."
Item 10. Additional Information
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 if
at the time of the Expiration Date all of the conditions set forth in
Section 13, including the Minimum Condition, were satisfied or waived
and (ii) the Expiration Date, if at the time of the Expiration Date all
of the conditions set forth in Section 13, including the Minimum
Condition, have been
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satisfied or waived; provided, however, 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."
The fourth and fifth paragraphs on page 12 of the Offer to Purchase are
amended to read in their entirety as follows:
"The Company has advised Purchaser that (i) it does not, as a
matter of course, make public forecasts as to future revenues or
profits and (ii) the foregoing projections were based on estimates and
assumptions that are inherently subject to significant economic and
competitive uncertainties, all of which are difficult to predict and
many of which are beyond the Company's control. Accordingly, there can
be no assurance that the projected results can be realized or that
actual results will not be materially higher or lower than those
projected. The projections were not prepared with a view to public
disclosure or compliance with the published guidelines of the SEC or
the guidelines established by the American Institute of Certified
Public Accountants regarding projections or forecasts. Neither Parent,
Purchaser nor their advisors assumes any responsibility for the
accuracy of the projections. The inclusion of the foregoing projections
should not be regarded as an indication that Parent, Purchaser or any
other person who received such information considers it an accurate
prediction of future events. Neither the Company nor Purchaser intends
to update, revise or correct such projections if they become inaccurate
(even in the short term).
Parent and Purchaser have identified the following important
factors which could cause the Company's actual results to differ
materially from the foregoing projections: (i) the effect of changing
optical media technology and the possibility that, over time, optical
media technology could be replaced by another form of information
storage and retrieval technology, (ii) the dependence of the Company's
growth prospects on the development of new technologies that achieve
market acceptance and create new demand for optical media and related
services and (iii) the highly competitive nature of the optical media
manufacturing industry which may adversely affect prices for optical
media and other aspects of the Company's business."
The introductory clause of the first paragraph on page 28 of the Offer
to Purchase is amended to read in its entirety as follows:
"Notwithstanding any other provision of the Offer or the Merger
Agreement, Purchaser shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including
Rule 14e-1(c) under the Exchange Act, pay for any Shares tendered
pursuant to the Offer and may terminate or amend the Offer, and may
postpone the acceptance of, and payment for, Shares, (i) if there shall
not have been
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validly tendered and not withdrawn prior to the expiration of the Offer
a number of Shares which satisfies the Minimum Condition, (ii) if any
applicable waiting period under the HSR Act shall not have expired or
been terminated, or (iii) if, at any time on or after the date of the
Merger Agreement and at or before the expiration of the Offer, any of
the following shall occur:"
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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 13, 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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