-----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, QjQA0O3Tjx7bDIUe/Nk94eczmGhAIQ87hm9DfLN9HBQjOEqpzY+GkFRKDAfVTzO6 cw7KE0/2puIHcgfL0KhU+w== 0000891836-97-000504.txt : 19971028 0000891836-97-000504.hdr.sgml : 19971028 ACCESSION NUMBER: 0000891836-97-000504 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971027 SROS: NYSE GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL TRANSPORT RENTAL GROUP PLC CENTRAL INDEX KEY: 0000878350 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50009 FILM NUMBER: 97701148 BUSINESS ADDRESS: STREET 1: 123 BUCKINGHAM PALACE RD CITY: LONDON SW1W 9TG ENGL STATE: X0 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL TRANSPORT RENTAL GROUP PLC CENTRAL INDEX KEY: 0000878350 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-50009 FILM NUMBER: 97701149 BUSINESS ADDRESS: STREET 1: 123 BUCKINGHAM PALACE RD CITY: LONDON SW1W 9TG ENGL STATE: X0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 14D1/A 1 SCHEDULE 14D-1/A (#8)/SCHEDULE 13D/A (#8) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) CENTRAL TRANSPORT RENTAL GROUP PLC (Name of Subject Company) GENERAL ELECTRIC COMPANY GENERAL ELECTRIC CAPITAL CORPORATION (Bidders) ORDINARY SHARES OF 1P EACH AND AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 3 ORDINARY SHARES AND EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS (Title of Class of Securities) (ORDINARY SHARES) 155569-10-6 (AMERICAN DEPOSITARY SHARES) (CUSIP Number of Class of Securities) NANCY E. BARTON SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY GENERAL ELECTRIC CAPITAL CORPORATION 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 961-5523 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: FRANCIS J. AQUILA SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 CUSIP No. 155569-10-6 Page 1 of 2 SCHEDULE 14D-1 AND SCHEDULE 13D - ------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person General Electric Company; I.R.S. Identification No. 14-0689340 - ------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------- 4. Sources of Funds OO - ------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [X] - ------------------------------------------------------------------- 6. Citizenship or Place of Organization State of New York - ------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 717,383,218 - ------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - ------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 97.2% - ------------------------------------------------------------------- 10. Type of Reporting Person CO - ------------------------------------------------------------------- -2- CUSIP No. 155569-10-6 Page 2 of 2 SCHEDULE 14D-1 AND SCHEDULE 13D - ------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons General Electric Capital Corporation I.R.S. Identification No. 13-1500700 - ------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------- 4. Sources of Funds OO - ------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [_] - ------------------------------------------------------------------- 6. Citizenship or Place of Organization State of New York - ------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 717,383,218 - ------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - ------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 97.2% - ------------------------------------------------------------------- 10. Type of Reporting Person CO - ------------------------------------------------------------------- -3- This Amendment No. 8 ("Amendment No. 8") is to the Tender Offer Statement on Schedule 14D-1 and the statement of beneficial ownership on Schedule 13D, originally filed on August 4, 1997 (the "Statement"), that relates to the offer (the "Offer") by General Electric Capital Corporation ("GE Capital"), a company incorporated under the laws of the State of New York and an indirect wholly owned subsidiary of General Electric Company, a New York corporation, to purchase all of the outstanding (a) ordinary shares of 1 pence each ("CTR Shares") of Central Transport Rental Group plc ("CTR") and (b) American Depositary Shares ("CTR ADSs") of CTR, each representing three CTR Shares and evidenced by American Depositary Receipts, upon the terms and subject to the conditions set forth in the offer to purchase dated August 4, 1997 (the "Offer to Purchase") (a copy of which was filed as Exhibit (a)(1) to the Statement) and the related Letter of Transmittal for CTR ADSs (a copy of which was filed as Exhibit (a)(2) to the Statement) and Form of Acceptance for CTR Shares (a copy of which was filed as Exhibit (a)(3) to the Statement). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Statement. ITEM 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY Item 6(a) and (b) are hereby amended and supplemented by adding thereto the following: (a) and (b). As of October 24, 1997, GE Capital had received valid acceptances of the Offer in respect of 717,383,218 CTR Shares (including CTR Shares represented by CTR ADSs), which represents approximately 97.2% of the outstanding CTR Shares. ITEM 10. ADDITIONAL INFORMATION The expiration date of the Subsequent Offer Period for the Offer which was scheduled for 10:00 p.m. (London time), 5:00 p.m. (New York City time) on October 24, 1997 has been extended to 10:00 p.m. (London time), 5:00 p.m. (New York City time), on November 21, 1997, unless the Offer is extended. On October 27, 1997, GE Capital issued two press releases, one in the United Kingdom and one in the United States, which announced the extension of the expiration date of the Subsequent Offer Period and set forth the number of valid acceptances of the Offer which had been received in respect of CTR Shares and CTR ADSs as of 10:00 p.m. (London time), 5:00 p.m. (New York City time) on October 24, 1997. A form of the press releases issued by GE Capital on October 27, 1997, is filed herewith as Exhibit (a)(26) and is incorporated by reference herein. -4- ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding thereto the following: (a)(26) Form of press announcement dated October 27, 1997. -5- SIGNATURES After due inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: October 27, 1997 General Electric Company By /s/ Robert E. Healing Name: Robert E. Healing Title: Corporate Secretary General Electric Capital Corporation By /s/ R. Todd Bradley Name: R. Todd Bradley Title: Vice President -6- EXHIBIT INDEX Exhibit Number Description of Document (a)(26) Form of press announcement dated October 27, 1997 -7- EX-99.(A)(26) 2 FORM OF PRESS ANNOUNCEMENT [Form of Press Announcement] 27 October 1997 GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL") RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC ("CTR") FURTHER EXTENSION The Offer by GE Capital to acquire the whole of the issued and to be issued share capital of CTR at 16 pence for each CTR Share and 48 pence for each CTR American Depositary Share ("ADS") was declared unconditional in all respects on 3 October 1997 and the Subsequent Offer Period began. The Subsequent Offer Period has been extended to 10.00 p.m. (London time), 5.00 p.m. (New York City time) on 21 November 1997. Holders of CTR Shares who accept the Offer during the Subsequent Offer Period will be paid promptly after the receipt of such acceptances complete in all respects. Holders of CTR Shares and/or CTR ADSs do not have the right to withdraw their acceptances of the Offer during the Subsequent Offer Period. By 10.00 p.m. (London time), 5.00 p.m. (New York City time) on 24 October 1997 valid acceptances of the Offer had been received in respect of 717,383,218 CTR Shares (including 381,628,470 CTR Shares represented by CTR ADSs) representing approximately 97.2 per cent of CTR's current issued share capital. The above acceptances include acceptances by one director of CTR in respect of his personal holding of 20,000 CTR Shares and acceptances by six shareholders who, prior to the commencement of the Initial Offer Period, had undertaken to accept the Offer in respect of 264.8 million CTR Shares and 21.3 million CTR ADSs (together representing 44.5 per cent of CTR's current issued share capital). A further director of CTR had intended to accept the Offer in respect of shares arising from exercise of his personal holding of options in respect of 2 million CTR Shares but has instead accepted cash cancellation in lieu of exercise. Save as disclosed herein, neither GE Capital nor any persons acting in concert with GE Capital owned any CTR Shares or rights over CTR Shares on 1 August 1997 (the latest date practicable prior to the commencement of the Initial Offer Period). Neither GE Capital nor any persons acting in concert with GE Capital have acquired or agreed to acquire any CTR Shares or rights over CTR Shares during the Initial Offer Period. END Enquiries: GE Capital [Christopher Mackenzie 0171 302 6125] Mary Horne 001 203 357 6978 Lazard Brothers & Co., Limited 0171 588 2721 David Anderson Hill and Knowlton (UK) Limited 0171 413 3000 Elizabeth Ballard Andrew Marshall -----END PRIVACY-ENHANCED MESSAGE-----