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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 6)
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NIMBUS CD INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
65439010
(CUSIP Number)
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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
July 27, 1997
(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
[_].
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SCHEDULE 13D
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CUSIP NO. 65439010
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
WC; OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
[ ]
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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 21,469,754
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,469,754
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,469,754
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12. CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 6 ("Amendment No. 6") is filed to supplement and
amend the information set forth in the Schedule 13D filed by Carlton
Communications Plc ("Parent") and Neptune Acquisition Corp. ("Purchaser") on
June 23, 1998, as amended by Amendment No. 1 thereto filed with the SEC on July
8, 1998, Amendment No. 2 thereto filed with the SEC on July 13, 1998, Amendment
No. 3 thereto filed with the SEC on July 15, 1998, Amendment No. 4 thereto filed
with the SEC on July 21, 1998 and Amendment No. 5 thereto filed with the SEC on
July 27, 1998 (as so amended, the "Schedule 13D"), with respect to shares of
Common Stock, par value $.01 per share ("Shares"), of Nimbus CD International,
Inc. (the "Company"). Unless otherwise indicated, the capitalized terms used
herein shall have the meanings specified in the Schedule 13D.
Item 4. Purpose of the Transaction
On July 27, 1998 (the "Effective Time"), Purchaser was merged with and
into the Company pursuant to Section 253 of the Delaware General Corporation Law
(the "Merger"), and each Share issued and outstanding immediately prior to such
time (other than (i) any Shares held by any subsidiary of the Company or in the
treasury of the Company, or held, directly or indirectly, by Parent or any
direct or indirect subsidiary of Parent (including Purchaser) and (ii) Shares
held by holders who comply with all the provisions of Delaware law concerning
the right to dissent from the Merger and require appraisal of their Shares) was
converted into the right to receive $11.50 in cash, without interest. As a
result of the merger, the separate corporate existence of Purchaser ceased and
the Company became an indirect wholly owned subsidiary of Parent.
On July 27, 1997, the Reporting Person caused the Company to file with
the SEC a Certification and Notice of Termination of Registration Under Section
12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and Suspension
of Duty to File Reports Under Sections 13 and 15(d) of the Exchange Act on Form
15. Also on July 27, 1997, the Reporting Company caused the Company to send a
letter to Nasdaq requesting delisting of the Shares from the Nasdaq National
Market, effective as of the opening of business on July 28, 1998.
In accordance with the Merger Agreement (i) the Amended and Restated
Certificate of Incorporation of the Company as in effect immediately prior to
the Effective Time remained as the Certificate of Incorporation of the Surviving
Corporation, except that Article FOURTH thereof was amended by reducing the
aggregate number of authorized shares of common stock to 3,000 shares, (ii) the
By-laws of the Purchaser as in effect immediately prior to the Effective Time
became the By-Laws of the Surviving Corporation, (iii) the board of directors of
the Purchaser immediately prior to the Effective Time became the board of
directors of the Surviving Corporation and (iv) the officers of the Company in
office immediately prior to the Effective Time remained as the officers of the
Surviving Corporation.
Item 5. Interest in Securities of the Issuer
The Reporting Person is deemed to beneficially own the number of Shares
and the percentage of outstanding Shares listed in the responses to Items 11 and
13, respectively, of the cover page filed herewith. The number of Shares deemed
beneficially owned by the Reporting Person with respect to which the Reporting
Person (i) has sole voting power, (ii) shares voting power, (iii) has sole
dispositive power and (iv) shares dispositive power is listed in the responses
to Items 7, 8, 9 and 10, respectively, of the cover page filed herewith. The
Shares are held of record by Carlton US Holdings Inc., a Delaware corporation
("Holdings") and a wholly owned subsidiary of Parent.
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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: July 29, 1998. CARLTON COMMUNICATIONS PLC
By: /s/ Bernard Cragg
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Name: Bernard Cragg
Title: Finance Director
