CUSIP No. 654390 10 3 Page 1 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Final Amendment)1 [FN]
Nimbus CD International, Inc.
(Name of Issuer)
Voting Common Stock, $.01 par value
(Title of Class of Securities)
654390 10 3
(CUSIP Number)
December 31, 1998
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is Filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
- --------
[FN]
1The remainder of this cover page shall be filled out for a reporting
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 disclosures provided in a prior cover page. The information required on
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.
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CUSIP No. 654390 10 3 Page 2 of 10 Pages
1) Name of Reporting Person Behrman Capital L.P.
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With:
6) Shared Voting
Power -0-
7) Sole Disposi- -0-
tive Power
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by -0-
Amount in Row (9)
12) Type of Reporting
Person PN
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CUSIP No. 654390 10 3 Page 3 of 10 Pages
1) Name of Reporting Person Behrman Capital
I.R.S. Identification "B" L.P.
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With:
6) Shared Voting
Power -0-
7) Sole Disposi- -0-
tive Power
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by -0-
Amount in Row (9)
12) Type of Reporting
Person PN
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CUSIP No. 654390 10 3 Page 4 of 10 Pages
1) Name of Reporting Person Strategic Entrepre-
I.R.S. Identification neur Fund, L.P.
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With:
6) Shared Voting
Power -0-
7) Sole Disposi- -0-
tive Power
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by -0-
Amount in Row (9)
12) Type of Reporting
Person PN
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CUSIP No. 654390 10 3 Page 5 of 10 Pages
Final Amendment to Schedule 13G
Reference is hereby made to the statement on Schedule 13G originally
filed on January 31, 1996 (the "Schedule 13G").
Item 1(a) - Name of Issuer: Nimbus CD International, Inc.
Item 1(b) - Address of Issuer's Principal Executive Offices:
State Route 629, Guildford Farm
Ruckersville, VA 22968
Item 2(a) - Name of Person Filing:
This statement is being filed by Behrman Capital L.P.
("Behrman"), Behrman Capital "B" L.P. ("Behrman B") and
Strategic Entrepreneur Fund, L.P. ("SEF") (collectively,
the "Reporting Persons").
Behrman, Behrman B and SEF are Delaware limited
partnerships. The sole general partner of Behrman and
Behrman B is Behrman Brothers, L.P., a Delaware
limited partnership. The general partners of SEF are
Darryl G.Behrman and Grant G. Behrman.
Item 2(b) - Address of Principal Business Office or, if none,
Residence:
126 East 56th Street
New York, New York 10022
Item 2(c) - Place of Organization:
Behrman: Delaware
Behrman B: Delaware
SEF: Delaware
Item 2(d) - Title of Class of Securities:
Voting Common Stock, $.01 par value ("Common Stock")
Item 2(e) - CUSIP Number: 654390 10 3
Item 3 - Statements Filed Pursuant to Rules 13d-1(b) or 13d-
2(b):
Not applicable
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CUSIP No. 654390 10 3 Page 6 of 10 Pages
Item 4 - Ownership.
(a) Amount Beneficially Owned:
Behrman: -0-
Behrman B: -0-
SEF: -0-
(b) Percent of Class:
Behrman: -0-
Behrman B: -0-
SEF: -0-
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Behrman: -0-
Behrman B: -0-
SEF: -0-
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of:
Behrman: -0-
Behrman B: -0-
SEF: -0-
(iv) shared power to dispose or to direct the
disposition of: -0-
Item 5 - Ownership of Five Percent or Less of a Class:
This statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owners of more
than five percent of the Common Stock.
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CUSIP No. 654390 10 3 Page 7 of 10 Pages
Item 6 - Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable
Item 7 - Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Company:
Not applicable
Item 8 - Identification and Classification of Members of the
Group:
See Exhibit 2 hereto.
Item 9 - Notice of Dissolution of Group:
Not applicable
Item 10 - Certification:
Not applicable
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CUSIP No. 654390 10 3 Page 8 of 10 Pages
Signature:
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.
BEHRMAN CAPITAL L.P.
By: Behrman Brothers, L.P.,
General Partner
By /s/ Grant G. Behrman
General Partner
BEHRMAN CAPITAL "B" L.P.
By: Behrman Brothers, L.P.,
General Partner
By /s/ Grant G. Behrman
General Partner
STRATEGIC ENTREPRENEUR FUND, L.P.
By /s/ Grant G. Behrman
General Partner
Date: February 12, 1999
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CUSIP No. 654390 10 3 Page 9 of 10 Pages
EXHIBIT 1
AGREEMENT OF
BEHRMAN CAPITAL L.P., BEHRMAN CAPITAL "B" L.P.
AND STRATEGIC ENTREPRENEUR FUND, L.P.
Pursuant to Rule 13d-1(k)
The undersigned hereby agree that the Information Statement on
Schedule 13G to which this Agreement is annexed as Exhibit 1 is filed on behalf
of each of them in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
BEHRMAN CAPITAL L.P.
By: Behrman Brothers, L.P.,
General Partner
By /s/ Grant G. Behrman
General Partner
BEHRMAN CAPITAL "B" L.P.
By: Behrman Brothers, L.P.,
General Partner
By /s/ Grant G. Behrman
General Partner
STRATEGIC ENTREPRENEUR FUND, L.P.
By /s/ Grant G. Behrman
General Partner
Date: February 12, 1999
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CUSIP No. 654390 10 3 Page 10 of 10 Pages
EXHIBIT 2
Identification and Classification
of Members of the Group
Behrman Capital L.P., Behrman Capital "B" L.P. and Strategic
Entrepreneur Fund, L.P. are filing this statement on Schedule 13G as a group.
Behrman Capital L.P. is a Delaware limited partnership. Its sole
general partner is Behrman Brothers, L.P. a Delaware limited partnership. The
general partners of Behrman Brothers, L.P. are Darryl G. Behrman and Grant G.
Behrman.
Behrman Capital "B" L.P. is a Delaware limited partnership. Its sole
general partner is Behrman Brothers, L.P. a Delaware limited partnership. The
general partners of Behrman Brothers, L.P. are Darryl G. Behrman and Grant G.
Behrman.
Strategic Entrepreneur Fund, L.P. is a Delaware limited partnership.
The general partners of Strategic Entrepreneur Fund, L.P. are Darryl G. Behrman
and Grant G. Behrman.
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