-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G5Dmkm+1Eog16SL0jaPBVns/9wnedAQmJQvQxvzyV4sQItbYxjlAUlRMQn7C/pMw AppIrzTPmHj6aPPnqYWbNQ== 0000891836-98-000198.txt : 19980409 0000891836-98-000198.hdr.sgml : 19980409 ACCESSION NUMBER: 0000891836-98-000198 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980407 SROS: NASD GROUP MEMBERS: CARLTON COMMUNICATIONS BV GROUP MEMBERS: CARLTON COMMUNICATIONS PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY IMAGES INC CENTRAL INDEX KEY: 0001047202 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980177556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53603 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 122 SOUTH MICHIGAN AVE STE 900 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 0114471544 MAIL ADDRESS: STREET 1: 122 SOUTH MICHIGAN AVE STE 900 CITY: CHICAGO STATE: IL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLTON COMMUNICATIONS PLC CENTRAL INDEX KEY: 0000765245 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 15 ST GEORGE STREET HANOVER SQUARE STREET 2: LONDON CITY: ENGLAND W1R 9DE STATE: X0 BUSINESS PHONE: 2126641666 MAIL ADDRESS: STREET 1: 15 ST GEORGE STREET HANOVER SQUARE STREET 2: LONDON W1R 9DE LONDON ENGLAND CITY: LONDON STATE: X0 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GETTY IMAGES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 37427610 - -------------------------------------------------------------------------------- (CUSIP Number) David Abdoo Han van Eijden 25 Knightsbridge Vossenbeemd 51 London SW1X 7RZ, 5705 CL Helmond, England The Netherlands 44171 663 6363 31 492 550545 with a copy to: Kathryn A. Campbell Sullivan & Cromwell St. Olave's House 9a Ironmonger Lane London EC2V 8EY England 44171 710 6500 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications) February 9, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Page 1 of 12 (Exhibit Index on Page 12) - -------------------- CUSIP NO. 37427610 - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carlton Communications Plc - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,869,381 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 1,869,381 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,869,381 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- Page 2 of 12 - -------------------- CUSIP NO. 37427610 - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carlton Communications BV - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,869,381 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 1,869,381 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,869,381 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 3 of 12 This Schedule 13D (the "Schedule 13D") is filed by Carlton Communications Plc, an English public limited company ("Carlton Plc"), and Carlton Communications BV, a private limited company organized under the laws of The Netherlands and an indirect wholly owned subsidiary of Carlton Plc ("Carlton BV" and together with Carlton Plc, the "Reporting Persons"), with respect to the shares of Common Stock (the "Common Stock") of Getty Images, Inc., a Delaware Corporation (the "Company"). ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the Common Stock of the Company. The principal executive offices of the Company are located at 500 North Michigan Avenue, Suite 1700, Chicago, Illinois 60611. ITEM 2. IDENTITY AND BACKGROUND. Carlton Plc is a media company with substantial businesses in UK commercial television and in the supply of products and services to the film, video and television industries worldwide. Carlton BV is an investment and financing company. The shares of Common Stock to which this Schedule 13D relates were acquired pursuant to a transaction described below in which Carlton BV received shares of the Company in exchange for Class A ordinary shares of Getty Communications plc (the "Class A Shares"), an English public limited company ("Getty Communications"). The Class A Shares of Getty were purchased by Carlton BV, and Carlton BV was the record owner of such shares. Thus, Carlton BV is the record owner of the shares of Common Stock of the Company that it received in exchange for the Class A Ordinary Shares. As the parent holding company of Carlton BV, Carlton Plc may be deemed to be the beneficial owner of such shares pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal executive offices of Carlton Plc are located at 25 Knightsbridge, London SW1X 7RZ, England. The principal executive offices of Carlton BV are located at Vossenbeemd 51, 5705 CL Helmond, The Netherlands. Set forth in Schedule A attached hereto is certain information with respect to the directors and executive officers of each of the Reporting Persons. Page 4 of 12 During the last five years, none of the Reporting Persons or, to the best of their respective knowledge, any of their respective directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, U.S. federal or state securities laws or finding any violation of such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The 1,869,381 shares of Common Stock deemed beneficially owned by the Reporting Persons were acquired by Carlton BV pursuant to a scheme of arrangement in accordance with the U.K. Companies Act 1985 between the Company and Getty Communications (the "Scheme of Arrangement") and a merger (the "Merger") among the Company, Getty Communications, PhotoDisc, Inc., a Washington corporation, and Print Merger, Inc., a Washington corporation and wholly owned subsidiary of the Company. The Scheme of Arrangement and Merger became effective on February 9, 1998. As a result of the Scheme of Arrangement and Merger, Getty Communications became a wholly owned subsidiary of the Company and Carlton BV received 1,869,381 shares of Common Stock in exchange for its 3,738,762 shares of Class A Shares. ITEM 4. PURPOSE OF TRANSACTION. As described in Item 3, Carlton BV acquired shares of Common Stock in the Company in exchange for its Class A Shares in the Scheme of Arrangement. The Scheme of Arrangement was mandated by the merger agreement relating to the Merger described in Item 3, and it was approved by shareholders and the High Court of England and Wales on January 30, 1998. The Scheme of Arrangement provided that each Class B ordinary share of Getty Communications (the "Class B Shares" and together with the Class A Shares, the "Ordinary Shares") was converted into a Class A Share. Each Ordinary Share was transferred to the Company or its nominee, and the holders of Ordinary Shares received one share of Common Stock of the Company for every two Ordinary Shares. Carlton BV intends to continue to review its investment in the Shares of Common Stock of the Company. Page 5 of 12 ITEM 5. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Each Reporting Person is deemed to beneficially own the number of shares of Common Stock and the percentage of outstanding shares of Common Stock listed in the responses to Items 11 and 13, respectively, of the cover page filed herewith with respect to such Reporting Person, and which are incorporated by reference herein. In addition, the number of shares of Common Stock with respect to which each Reporting Person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power, are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page filed herewith with respect to such Reporting Person, and which are incorporated by reference herein. ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Company. The Company, Getty Communications and Carlton BV intend to enter into a registration rights agreement (the "Registration Rights Agreement"), which will grant Carlton BV certain demand and piggyback registration rights in respect of its shares of Common Stock in the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Description Exhibit No. - ----------- ----------- Joint Filing Agreement 1 Page 6 of 12 SIGNATURES 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. Dated: March 20, 1998 CARLTON COMMUNICATIONS PLC By: /s/ David Abdoo -------------------------------- Name: David Abdoo Title: Secretary CARLTON COMMUNICATIONS BV By: /s/ Han van Eijden -------------------------------- Name: Han van Eijden Title: Managing Director Page 7 of 12 SCHEDULE A DIRECTORS, EXECUTIVE OFFICERS AND TRUSTEES OF THE REPORTING PERSONS CARLTON PLC Set forth below are the name, present principal occupation or employment and five-year employment history of each director and executive officer of Carlton Plc and the name, principal business and address of any corporation or organization in which such employment is conducted. Unless otherwise indicated, the business address of each of the following persons is the address of the principal executive offices of Carlton Plc. Unless otherwise indicated, each of the following persons is a citizen of England. Michael P. Green Mr. Green has served as Chairman of Carlton Plc since 1983. He is Chairman of British Digital Broadcasting PLC, a Director of Independent Television News Limited and a non-executive Director of Reuters Group Plc. Sir Derek Birkin, TD Sir Derek Birkin joined Carlton Plc as a non-executive Director in June 1992. He is a non-executive Director of The Merchants Trust PLC, Watmoughs (Holdings) PLC and Merck & Co., Inc. He is also an Advisory Director of Unilever PLC. Bernard A. Cragg Bernard Cragg was appointed as Finance Director of Carlton Plc in 1987. He served as Group Financial Controller of Carlton Plc from 1985. Anthony D. A. W. Forbes Anthony Forbes joined Carlton Plc as a non-executive Director in July 1994. He was joint senior partner of Cazenove & Co. from 1980 until 1994. He is a non-executive Director of Royal Sun Alliance Insurance Group plc, Watmoughs (Holdings) PLC and The Merchants Trust PLC. Page 8 of 12 David B. Green David Green became a non-executive Director of Carlton Plc in 1990. He is Chairman of Colefax and Fowler Group PLC. Leslie F. Hill Leslie Hill was appointed to the Board of Carlton Plc in April 1994 following the takeover of Central Independent Television P.L.C. ("Central") and became a non-executive Director of Carlton Plc in December 1995. He was Chief Executive and then Chairman of Central from March 1991 to December 1995. Sir Sydney Lipworth, QC Sir Sydney Lipworth joined Carlton Plc as a non-executive Director in November 1993. He is non-executive chairman of Zeneca Group PLC, Deputy Chairman of National Westminster Bank Plc and Chairman of the U.K. Financial Reporting Council. Previously, he was Chairman of the U.K. Monopolies and Mergers Commission. June F. de Moller June de Moller was appointed Managing Director of Carlton Plc in July 1993. She has been a Director of Carlton Plc since February 1983. She is a non-executive Director of Anglian Water Plc. Sir Brian Pitman Sir Brian Pitman became a non-executive Director of the Company in March 1998. He is Chairman of Lloyds TSB Group plc and Lloyds Bank plc. He is also a Director of the National Bank of New Zealand Limited and NBNZ Holdings Limited, a non-executive Director of Next plc and President of the Chartered Institute of Bankers. Nigel N. Walmsley Nigel Walmsley joined the Board of Carlton Plc in October 1991. He was appointed Chairman of Carlton Television Limited in May 1994. He is a director of British Digital Broadcasting PLC, a non-executive Director of GMTV Limited and of Energis plc, and a Vice President of the Advertising Association. Page 9 of 12 Matthew J. Kearney Matthew Kearney joined Carlton Plc in 1993 and was appointed Associate Director in May 1996. This title indicates a senior officer position immediately below that of Executive Director. The Hon. Piers J. H. Inskip Piers Inskip joined Carlton Plc in 1989 and was appointed an Associate Director in 1990. David Abdoo David Abdoo joined Carlton Plc in 1988 and was appointed Company Secretary in 1991. Page 10 of 12 CARLTON BV Set forth below are the name, present principal occupation or employment and five-year employment history of each director and executive officer of Carlton BV and the name, principal business and address of any corporation or organization in which such employment is conducted. Unless otherwise indicated, the business address of each of the following persons is the address of the principal executive offices of Carlton BV. Han J.C.J. van Eijden Mr. van Eijden has served as a Managing Director of Carlton BV since 1993. He is a Director of Primacor BV, Technicolor BV, Technicolor Videocassette BV, Technicolor Spain SA, Technicolor Scandinavia and Euphon Technicolor SpA. Mr. van Eijden is a citizen of The Netherlands. Guiseppe Filardi Mr. Filardi has served as a Managing Director of Carlton BV since 1993. He is a Director of Technicolor Limited and Primacor BV and Managing Director of Technicolor SpA. Mr. Filardi is a citizen of Italy. Page 11 of 12 EXHIBIT INDEX Exhibit Page Number Description Number - ------ ----------- ------ 1 Joint Filing Agreement Page 12 of 12 EX-1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of the Schedule 13D, dated March 20, 1998, each and every amendment thereto and, if appropriate, the joint filing of a Schedule 13G and amendments thereto in lieu thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: March 20, 1998 CARLTON COMMUNICATIONS PLC By: /s/ David Abdoo -------------------------------- Name: David Abdoo Title: Secretary CARLTON COMMUNICATIONS BV By: /s/ Han van Eijden -------------------------------- Name: Han van Eijden Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----