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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. 4)
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. 4)
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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. 4 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, Amendment No. 2 to such Schedule filed with the SEC on July 13,
1998 and Amendment No. 3 to such Schedule filed with the SEC on July 15, 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, Amendment No. 2 to such Schedule filed with the SEC on July 13,
1998 and Amendment No. 3 to such Schedule filed with the SEC on July 15, 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 10. Additional Information
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On July 21, 1998 Parent issued a press release announcing that the
Expiration Date of the Offer which was scheduled for 12:00 Midnight, New York
City time, on Tuesday, July 21, 1998 has been extended to 12:00 Midnight, New
York City time, on Friday, July 24, 1998, unless the Offer is further extended.
A copy of the press release issued by Parent on July 21, 1998, is filed herewith
as Exhibit (a)(10) and is incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
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Exhibit No. Description
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(a)(10) Press release issued by Parent on July 21, 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: July 21, 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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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
(a)(10) Press Release dated July 21, 1998.
Exhibit No. (a)(10)
FOR IMMEDIATE RELEASE
TUESDAY, 21ST JULY, 1998
CARLTON EXTENDS TENDER OFFER FOR COMMON STOCK OF
NIMBUS CD INTERNATIONAL, INC. UNTIL 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JULY 24, 1998
Carlton Communications Plc today announced that Neptune Acquisition Corp., its
wholly owned subsidiary, had extended its tender offer for all of the
outstanding shares of common stock of Nimbus CD International, Inc. The tender
offer had been scheduled to expire at 12:00 midnight New York City time on
Tuesday, July 21, 1998 and is now scheduled to expire at 12:00 midnight New York
City time on Friday, July 24, 1998, unless further extended. As of 5:00 p.m.,
New York City time on July 20, 1998, approximately 13,475,242 shares of Nimbus
CD common stock representing approximately 63% of the total outstanding shares
had been validly tendered and not withdrawn pursuant to the tender offer.
-ENDS-
For further information please contact:
David Cameron Carlton Communications Plc 011 44171 663 6363
