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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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NIMBUS CD INTERNATIONAL, INC.
(Name of Subject Company)
NIMBUS CD INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
65439010
(CUSIP Number of Class of Securities)
LYNDON J. FAULKNER
PRESIDENT
NIMBUS CD INTERNATIONAL, INC.
623 WELSH RUN ROAD
GUILDFORD FARM
RUCKERSVILLE, VIRGINIA 22968
(804) 985-1100
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
With a Copy to:
WILLIAM F. WYNNE, JR., ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
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Nimbus CD International, Inc. ("Nimbus" or the "Company") hereby amends and
supplements its Solicitation/Recommendation Statement on Schedule 14D-9
originally filed on June 23, 1998, as amended by Amendment No. 1 to the Schedule
14D-9 (as so amended, the "Schedule 14D-9") filed on July 13, 1998, with respect
to the tender offer by Neptune Acquisition Corp. ("Purchaser") to purchase all
of the outstanding shares of common stock, par value $.01 per share, of the
Company upon the terms and subject to the conditions set forth in Purchaser's
Offer to Purchase, dated June 23, 1998, and related Letter of Transmittal.
Capitalized terms not defined herein shall have the meanings assigned to such
terms in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(b) The second paragraph of the Opinion of Financial Advisor section of
Item 4(b), entitled "The Solicitation or Recommendation -- Background; Opinion
of Financial Advisor; Reasons for Recommendation -- Opinion of Financial
Advisor" is hereby deleted in its entirety and replaced with the following:
"The full text of the opinion of Berenson Minella, dated June 16,
1998, which sets forth the assumptions made, matters considered, and limitations
on the review undertaken, is attached hereto as Annex B and is incorporated
herein by reference. The opinion of Berenson Minella is directed to the Board of
Directors of the Company. The opinion does not address any other aspects of the
Offer, the Merger or the Merger Agreement and does not constitute a
recommendation to any stockholder to tender their shares in the Offer or to vote
in favor of the Merger. This summary of the opinion is qualified in its entirety
by reference to the full text of such opinion."
In addition, the final paragraph of the Opinion of Financial Advisor
section of Item 4(b), entitled "The Solicitation or Recommendation --
Background; Opinion of Financial Advisor; Reasons for Recommendation -- Reasons
for Recommendation" is hereby deleted in its entirety and replaced with the
following:
"The foregoing discussion of the information and factors considered
and given weight by the Board is not intended to be exhaustive. The Company
believes that, on balance, each of the factors considered by the Board of
Directors supports the Board's determination and recommendation. However, in
view of the variety of factors considered in connection with its evaluation, the
Board did not find it practicable to and did not quantify or otherwise assign
relative weights to the specific factors considered in reaching its
determinations and recommendation. In addition, individual members of the Board
may have given different weight to different factors."
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.
NIMBUS CD INTERNATIONAL, INC.
By: /s/ L. Steven Minkel
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L. Steven Minkel
Executive Vice President
and Chief Financial Officer
Dated: July 15, 1998