-----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, EH5JzuM24B1pdDPp6q/aSmtlDCZdRZdIpNXHjGFCHOsDxX0E7tFymEUymYtuqo63 wDZFd/ni8OF8AHzBLgVgtQ== 0000891836-97-000437.txt : 19970925 0000891836-97-000437.hdr.sgml : 19970925 ACCESSION NUMBER: 0000891836-97-000437 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970924 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: 97684748 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: 97684749 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 14D1/A (#3) & SCHEDULE 13D/A (#3) ================================================================================ 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. 3) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) 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 44%* - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 44%* - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- - -------- * General Electric Capital Corporation ("GE Capital"), a New York corporation, has received from certain shareholders, including certain directors (the "Selling Shareholders"), of Central Transport Rental Group plc ("CTR"), undertakings with respect to their holding of CTR Shares and CTR ADSs (together, the "CTR Securities"), pursuant to which the Selling Shareholders have agreed to validly tender (and, subject to certain limitations, not withdraw) pursuant to and in accordance with the terms of the Offer, all of the CTR Securities beneficially owned by them. The Selling Shareholders have undertaken to accept the Offer in respect of 264.8 million CTR Shares, 21.3 million CTR ADSs and 2 million CTR Shares to be awarded upon the exercise of outstanding options, together representing in the aggregate approximately 44% of CTR's outstanding share capital and in-the-money options. The forms of deed of undertaking executed by certain directors and certain shareholders were attached as Exhibits (c)(1) through (c)(8) to General Electric Company's and GE Capital's Schedule 14D-1 and Schedule 13D filed on August 4, 1997. -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 44%* - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 44%* - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- - -------- * The footnote on page 2 is incorporated herein by reference. -3- This Amendment No. 3 ("Amendment No. 3") 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 10. ADDITIONAL INFORMATION The expiration date of the Initial Offer Period for the Offer which was scheduled for 10:00 p.m. (London time), 5:00 p.m. (New York City time) on September 23, 1997 has been extended to 10:00 p.m. (London time), 5:00 p.m. (New York City time), on October 3, 1997, unless the Offer is extended. In addition, with the exception of condition (c) of the Offer, i.e., the German Federal Cartel Office indicating, in terms reasonably satisfactory to GE Capital, that it does not intend to prohibit the proposed acquisition of CTR by GE Capital or impose remedial conditions which GE Capital reasonably considers unsatisfactory, all other conditions of the Offer have been satisfied. With respect to condition (c), the German Federal Cartel Office has raised concerns which are the subject of further discussions. On September 24, 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 Initial Offer Period, 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 September 23, 1997, explained that all conditions of the Offer, except for condition (c), have been satisfied, and explained that the German Federal Cartel Office has raised concerns which are the subject of further discussions. A copy of each of the press releases issued by GE Capital on September 24, 1997, is filed herewith as Exhibits (a)(17) and (a)(18) and are 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)(17) U.S. press announcement dated September 24, 1997. (a)(18) U.K. press announcement dated September 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: September 24, 1997 General Electric Company By /s/ Robert E. Healing ---------------------------------- Name: Robert E. Healing Title: Corporate Counsel General Electric Capital Corporation By /s/ R. Todd Bradley ---------------------------------- Name: R. Todd Bradley Title: Vice President EXHIBIT INDEX Exhibit Number Description of Document - ------ ----------------------- (a)(17) U.S. press announcement dated September 24, 1997 (a)(18) U.K. press announcement dated September 24, 1997 -7- EX-99.(A)(17) 2 US PRESS RELEASE EXHIBIT (A)(17) EXHIBIT (a)(17) GE CAPITAL SERVICES Press Release General Electric Capital Corporation 260 Long Ridge Road, Stamford, CT 06927 Elizabeth Ballard Contact: Mary Horne David Anderson Andrew Marshall GE Capital Services Lazard Brothers & Co., Hill & Knowlton (UK) (203) 357-6978 Limited 44 171 413 3000 44 171 588 2721 FOR IMMEDIATE RELEASE GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL") RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC ("CTR") LEVEL OF ACCEPTANCES By 10:00 p.m. (London time), 5:00 p.m. (New York City time) on September 23, 1997 valid acceptances of 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") had been received in respect of 681,577,359 CTR Shares (including 360,295,008 CTR Shares represented by CTR ADSs) representing approximately 92.3 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 has also irrevocably undertaken to accept the Offer in respect of shares arising from exercise of his personal holding of options in respect of 2 million CTR Shares. 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 August 1, 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. CONDITIONS OF THE OFFER With the exception of condition (c) of the Offer i.e., the German Federal Cartel Office indicating, in terms reasonably satisfactory to GE Capital, that it does not intend to prohibit the proposed acquisition of CTR by GE Capital or impose remedial conditions which GE Capital reasonably considers unsatisfactory, all other regulatory conditions of the Offer have been satisfied. With respect to condition (c), the German Federal Cartel Office has raised concerns which are the subject of further discussions. EXTENSION OF THE OFFER The Offer has been extended until 10:00 p.m. (London time), 5:00 p.m. (New York City time) on Friday, October 3, 1997. # # # - -------------------------------------------------------------------------------- EX-99.(A)(18) 3 U.K. PRESS RELEASE (EXHIBIT (A)(18)) EXHIBIT (a)(18) PRESS RELEASE LAZARD BROTHERS & CO., LIMITED 21 MOORFIELDS LONDON EC2P 2HT TELEPHONE: 0171-583-2721 MEMBER OF LONDON STOCK EXCHANGE LIMITED REGULATED BY THE SECURITIES AND FUTURES AUTHORITY 24 SEPTEMBER 1997 GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL") RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RETAIL GROUP PLC ("CTR") LEVEL OF ACCEPTANCES By 10:00 p.m. (London time), 5:00 p.m. (New York City time) on 23 September 1997 valid acceptances of 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") had been received in respect of 681,577,359 CTR Shares (including 360,295,008 CTR Shares represented by CTR ADSs) representing approximately 92.3 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 has also irrevocably undertaken to accept the Offer in respect of shares arising from exercise of his personal holding of options in respect of 2 million CTR Shares. 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. CONDITIONS OF THE OFFER With the exception of condition (c) of the Offer i.e. the German Federal Cartel Office indicating, in terms reasonably satisfactory to GE Capital, that it does not intend to prohibit the proposed acquisition of CTR by GE Capital or impose remedial conditions which GE Capital reasonably considers unsatisfactory, all other regulatory conditions of the Offer have been satisfied. With respect to condition (c), the German Federal Cartel Office has raised concerns which are the subject of further discussions. EXTENSION OF THE OFFER The Offer has been extended until 10:00 p.m. (London time), 5:00 p.m. (New York City time) on Friday, 3 October 1997. ENQUIRIES: GE CAPITAL Mary Horne 001 203 357 6978 LAZARD BROTHERS & CO., LIMITED David Anderson 0171 588 2721 HILL AND KNOWLTON (UK) LIMITED Elizabeth Ballard 0171 413 3000 Andrew Marshall -----END PRIVACY-ENHANCED MESSAGE-----