SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Amendment No. 2)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2<F1>
Nimbus CD International, Inc.
(Name of issuer)
Common Stock, par value $0.01 per share
(Title of class of securities)
654390 10 3
(CUSIP number)
Check the following box if a fee is being paid with this statement ( ).
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
(continued on following page(s))
(Page 1 of 13 Pages)
<F1>The remainder of this cover page shall be filled out for a reporting
<PAGE>
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
13G
CUSIP No. 654390 10 3 Page 2 of 13 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
McCown De Leeuw & Co. III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (x)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 5 SOLE VOTING POWER
SHARES 4,478,412 Shares of Common Stock
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 0
PERSON WITH
7 SOLE DISPOSITIVE POWER
4,478,412 Shares of Common Stock
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,478,412 Shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (x)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.5%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
13G
CUSIP No. 654390 10 3 Page 3 of 13 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
McCown De Leeuw & Co. III (Europe), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (x)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 774,046 Shares of Common Stock
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
774,046 Shares of Common Stock
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
774,046 Shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (x)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
13G
CUSIP No. 654390 10 3 Page 4 of 13 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
McCown De Leeuw & Co. III (Asia), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (x)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 82,931 Shares of Common Stock
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
82,931 Shares of Common Stock
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
82,931 Shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (x)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.4%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
13G
CUSIP No. 654390 10 3 Page 5 of 13 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
Gamma Fund LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (x)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 193,512 Shares of Common Stock
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
193,512 Shares of Common Stock
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
193,512 Shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (x)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.9%
12 TYPE OF REPORTING PERSON
OO
<PAGE>
13G
CUSIP No. 654390 10 3 Page 6 of 13 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
MDC Management Company III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (x)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 5,259,982 Shares of Common Stock
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
5,259,982 Shares of Common Stock
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,259,982 Shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (x)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.2%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
13G
CUSIP No. 654390 10 3 Page 7 of 13 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
MDC Management Company IIIA, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (x)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 82,931 Shares of Common Stock
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
82,931 Shares of Common Stock
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
82,931 Shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (x)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.4%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
ITEM 1(A). NAME OF ISSUER:
Nimbus CD International, Inc. (the "Issuer").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
State Route 629
Guildford Farm
Ruckersville, Virginia 22968
ITEM 2(A). NAME OF PERSON FILING:
This statement is filed on behalf of:
(i) (a) McCown De Leeuw & Co. III, L.P.;
(b) McCown De Leeuw & Co. III (Europe), L.P.;
(c) McCown De Leeuw & Co. III (Asia), L.P.; and
(d) Gamma Fund LLC (collectively the "Partnerships").
(ii) (a) MDC Management Company III, L.P.; and
(b) MDC Management Company IIIA, L.P. (collectively, the
"Management Companies;" and together with the
Partnerships, the "Reporting Persons").
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of the Reporting Persons is:
3000 Sand Hill Road, Building 3, Suite 290
Menlo Park, California 94025
ITEM 2(C). CITIZENSHIP:
(i) (a) McCown De Leeuw & Co. III, L.P. is a California limited
partnership;
(b) McCown De Leeuw & Co. III (Europe), L.P. is a Bermuda
limited partnership;
(c) McCown De Leeuw & Co. III (Asia), L.P. is a Bermuda
limited partnership; and
(d) Gamma Fund LLC is a California limited liability company.
(ii) (a) MDC Management Company III, L.P. is a California limited
partnership; and
(b) MDC Management Company IIIA, L.P. is a Bermuda limited
partnership.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
<PAGE>
ITEM 2(E). CUSIP NUMBER:
654390 10 3
ITEM 3. Not applicable.
ITEM 4. OWNERSHIP.
<TABLE>
Amount Percent Sole Shared Sole Shared
Entity Beneficially of Voting Voting Dispositive Dispositive
Owned Class Power Power Power Power
<S> <C> <C> <C> <C> <C> <C>
McCown De Leeuw & Co. 4,478,412 21.5% 4,478,412 0 4,478,412 0
III, L.P.
McCown De Leeuw & Co. 774,046 3.7% 774,046 0 774,046 0
III (Europe), L.P.
McCown De Leeuw & Co. 82,931 .4% 82,931 0 82,931 0
III (Asia), L.P.
Gamma Fund LLC 193,512 .9% 193,512 0 193,512 0
MDC Management Company 5,259,982 25.2% 5,259,982 0 5,259,982 0
III, L.P. (a)
MDC Management Company 82,931 .4% 82,931 0 82,931 0
IIIA, L.P. (b)
</TABLE>
(a) Includes 4,478,412 shares owned by McCown De Leeuw & Co. III,
L.P. ("McCown III"), an investment partnership whose general
partner is MDC Management Company III, L.P. ("MDC III") and
774,046 shares owned by McCown De Leeuw III (Europe), L.P.
("MDC Europe"), an investment partnership whose general partner
is MDC III.
(b) Includes 82,931 shares owned by McCown De Leeuw & Co. III
(Asia), L.P. ("MDC Asia"), an investment partnership whose
general partner is MDC Management Company IIIA, L.P. ("MDC
IIIA").
In addition to the above, George E. McCown, David E. De Leeuw, David
E. King, Robert B. Hellman, Charles Ayres, Steven Zuckerman Phil D.
Collins, Tyler T. Zechem, Brian C. Kerester and Gary H. Schoenfeld
are the only members of Gamma Fund LLC and, along with Jeffrey E.
Stiefler, the only general partners of MDC III. Messrs. McCown,
DeLeeuw, Ayres, Hellman, King, Zuckerman, Lip-Bu Tan and Peter Liu
are the only general partners of MDC IIIA. Each of Messrs. McCown,
De Leeuw, King, Hellman, Ayres, Zuckerman, Collins, Zachem,
Stiefler, Tan, Liu, Kerester and Schoenfeld disclaim beneficial
ownership of any such shares, other than to the extent of their
individual membership and partnership interests. Except to the
extent set forth above, each of McCown III, MDC Europe, MDC Asia,
MDC III and MDC IIIA and Gamma Fund LLC disclaims beneficial
ownership of any shares of Issuer's common stock held by any of the
other such entities. Each of McCown III, MDC Europe, MDC Asia, MDC
III, MDC IIIA and Gamma Fund LLC disclaims participation in any
"group" (as defined in Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the rules promulgated thereunder) with
respect to the securities of the Issuer; however, in the event a
group were to be found to exist with respect to the Issuer, each of
McCown III, MDC Europe, MDC Asia, MDC III, MDC IIIA and Gamma Fund
LLC could be deemed to be the beneficial owner of the shares
<PAGE>
beneficially owned by the other such entities, which beneficial
ownership would total 5,536,425 shares of the Issuer's common stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the partnership agreements
or the operating agreement, as the case may be, of the Reporting
Persons, the general partners, limited partners and/or the members
of each of the Reporting Persons have the right to receive dividends
from, or the proceeds from the sale of, the Common Stock of the
Issuer owned by each of the Reporting Persons.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Neither the filing of this Schedule 13G nor any of its contents
shall be deemed to constitute an admission that any Reporting Person
is acting with any other Reporting Person as a member of a "group"
with respect to the securities of the Issuer for purposes of Section
13(d) of the Exchange Act and the rules and regulations thereunder,
or for any other purpose, and the existence of any such "group" is
expressly disclaimed hereby.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
October 1, 1997
MCCOWN DE LEEUW & CO. III, L.P.
By MDC Management Company III, L.P.,
its general partner
By /s/ Charles Ayres
Name: Charles Ayres
Title: General Partner
MCCOWN DE LEEUW & CO. III
(EUROPE), L.P.
By MDC Management Company III, L.P.,
its general partner
By /s/ Charles Ayres
Name: Charles Ayres
Title: General Partner
MCCOWN DE LEEUW & CO. III (ASIA), L.P.
By MDC Management Company IIIA, L.P.,
its general partner
By /s/ Charles Ayres
Name: Charles Ayres
Title: General Partner
GAMMA FUND LLC
By /s/ Charles Ayres
Name: Charles Ayres
Title: Member
<PAGE>
MDC MANAGEMENT COMPANY III, L.P.
By /s/ Charles Ayres
Name: Charles Ayres
Title: General Partner
MDC MANAGEMENT COMPANY IIIA, L.P.
By /s/ Charles Ayres
Name: Charles Ayres
Title: General Partner
