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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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. 1)
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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. 1 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 (the "Schedule 14D-1") and (ii) the Schedule 13D filed by Parent
and the Purchaser on June 23, 1998 (the "Schedule 13D"), with respect to shares
of Common Stock, par value $.01 per share, of Nimbus CD International, Inc. (the
"Company"). 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 10. Additional Information.
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On July 8, 1998, Parent issued a press release announcing that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had
expired. The full text of the press release is attached hereto as Exhibit (a)(9)
and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
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Exhibit No. Description
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(a)(9) Press Release dated July 8, 1998
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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: 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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INDEX TO EXHIBITS
Exhibit No. Description
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(a)(9) Press Release dated July 8, 1998
Exhibit No. (a)(9)
FOR IMMEDIATE RELEASE
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WEDNESDAY, 8TH JULY 1998
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CARLTON ANNOUNCES EXPIRATION OF THE U.S. HART-SCOTT-
RODINO WAITING PERIOD IN CONNECTION WITH ITS
ACQUISITION OF NIMBUS CD INTERNATIONAL
Carlton Communications Plc today announced that the waiting period under the
United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection
with Carlton's acquisition of Nimbus CD International has expired. The
expiration of the waiting period was one of the conditions to Carlton's pending
tender offer for all outstanding shares of Nimbus common stock. That tender
offer is scheduled to expire at 12:00 Midnight New York City time on July 21,
1998, unless extended.
-ENDS-
For further information please contact:
David Cameron Carlton Communications Plc 011 44171 663 6363
