-----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, KMCgyL+eEDkxJ5jhT1HpUULORclgpcaA7y3ZKxn5ZakP1kE4HtMdKfuH0VustI4f +QG2wPNvyVbPH/ZFCaVB3w== 0000891836-97-000562.txt : 19971125 0000891836-97-000562.hdr.sgml : 19971125 ACCESSION NUMBER: 0000891836-97-000562 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971124 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: 97726958 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: 97726959 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 SC 14D1/A AND SC 13D/A (NO. 10) 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. 10- Final Amendment) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) 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 738,100,720 - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 100% - -------------------------------------------------------------------------------- 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 Person 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 738,100,720 - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 100% - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- -3- This Amendment No. 10-Final Amendment ("Final Amendment") amends, supplements and constitutes the final amendment 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). In accordance with Instruction F to Schedule 14D-1, this Final Amendment also shall be deemed to satisfy the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to CTR Shares (including CTR Shares represented by CTR ADSs) acquired by GE Capital pursuant to the Offer. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Statement. ITEM 1. SECURITY AND SUBJECT COMPANY. Item 1(b) is hereby amended and supplemented by the addition of the following: (b) The Offer terminated at 10:00 p.m. (London time), 5:00 p.m. (New York City time), on November 21, 1997. ITEM 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Items 5(f) and (g) are hereby amended and supplemented by the addition of the following: (f) As soon as practicable, GE Capital intends to seek to procure the making of an application to the London Stock Exchange for CTR Shares to be delisted from the London Stock Exchange and the making of an application to the NYSE for CTR ADSs to be delisted from the NYSE. (g) As soon as practicable, GE Capital will take measures to cause the registration of CTR Shares and CTR ADSs under the Securities Exchange Act of 1934, as amended, to be terminated. -4- ITEM 6. INTERESTS IN SECURITIES IN THE SUBJECT COMPANY. Items 6(a) and (b) are hereby amended and supplemented by the addition of the following: (a) GE Capital owns 738,100,720 CTR Shares (including CTR Shares represented by CTR ADSs), which represents 100% of the outstanding CTR Shares. As of the termination of the Offer, a total of 61,950 CTR ADSs had been tendered pursuant to Notices of Guaranteed Delivery. Pursuant to notices posted in accordance with the provisions of section 429(4) of the Companies Act 1985, GE Capital compulsorily acquired on November 24, 1997 the remaining CTR Shares (including CTR Shares representing CTR ADSs) not tendered pursuant to the Offer. (b) The CTR Shares (including CTR Shares represented by CTR ADSs) have been acquired by GE Capital pursuant to the Offer and the compulsory acquisition procedure. The information contained in GE Capital's press release dated November 24, 1997, a copy of which is filed as Exhibit (a)(27), is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. On November 24, 1997, GE Capital issued a press release which announced the termination of the Offer, set forth the percentage of CTR Shares owned by GE Capital, and set forth the number of CTR ADSs tendered pursuant to Notices of Guaranteed Delivery. The information contained in GE Capital's press release, a copy of which is filed as Exhibit (a)(27), is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding thereto the following: (a)(27) U.S. press announcement, dated November 24, 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: November 24, 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)(27) U.S. press announcement, dated November 24, 1997 -7- EX-99.(A)(27) 2 GE CAPITAL SERVICES PRESS RELEASE GE Capital Services Press Release - ------------------------------------------------- General Electric Capital Corporation 260 Long Ridge Road, Stamford, CT 06927 Contact: Mary Horne (203)357-4428 GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL") RECOMMENDED CASH TENDER OFFER FOR CENTRAL TRANSPORT RENTAL GROUP ("CTR") EXPIRATION OF OFFER STAMFORD, CONN., November 24, 1997 - 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") expired at 10:00 p.m. (London time), 5:00 p.m. (New York City time), on Friday, November 21, 1997. As of 10:00 p.m. (London time), 5:00 p.m. (New York City time), on Friday, November 21, 1997, 61,950 CTR ADSs had been tendered pursuant to Notices of Guaranteed Delivery. Pursuant to notices posted in accordance with the provisions of section 429(4) of the Companies Act 1985, GE Capital compulsorily acquired on November 24, 1997 the remaining CTR Shares (including CTR Shares representing CTR ADSs) not tendered pursuant to the Offer. Pursuant to the Offer and the compulsory acquisition, GE Capital now owns 100% of the issued and outstanding CTR Shares. -----END PRIVACY-ENHANCED MESSAGE-----