Behrman Capital LP – ‘SC 13G’ on 2/12/99 re: Nimbus CD International Inc

As of:  Friday, 2/12/99   ·   Accession #:  904454-99-41   ·   File #:  5-50039

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                     10     28K 

Document Table of Contents

SC 13G
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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.                                                

SC 13G
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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                   

SC 13G
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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                              

SC 13G
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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.                                          

SC 13G
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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                                                         

SC 13G
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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                                                         

SC 13G
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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.                                                           

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13G’ Filing		Date		First		Last			Other Filings
Filed on:		2/12/99		8		9			None on these Dates
		12/31/98		1
		1/31/96		5
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