-----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, R8npEkmnz17wbyipYYZRLHfRswr9NzvyovisY2FJg7wXJubbAB81qTnv3LJd3kgh ngeHFchGeSPcWa39+TuElg== 0000891836-97-000486.txt : 19971015 0000891836-97-000486.hdr.sgml : 19971015 ACCESSION NUMBER: 0000891836-97-000486 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971014 SROS: NYSE GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP 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: 97694755 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: 97694756 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. 6) 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. 6) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) 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. SOURCE 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 95.1% - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 95.1% - -------------------------------------------------------------------------------- 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. SOURCE 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 95.1% - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 95.1% - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- -3- This Amendment No. 6 ("Amendment No. 6") 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 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER Item 5(a),(f) and (g) are hereby amended and supplemented by adding thereto the following: (a), (f) and (g). On October 13, 1997, GE Capital gave notice that it was exercising its right under Section 429 of the U.K. Companies Act 1985 to acquire compulsorily all CTR Shares (including CTR Shares represented by CTR ADSs) not already acquired by it pursuant to the Offer. CTR Shares (including CTR Shares represented by CTR ADSs) not already acquired pursuant to the Offer will be acquired compulsorily on November 24, 1997. Copies of the notice to non-assenting shareholders delivered pursuant to Section 429(4) of the Companies Act 1985 and the letter sent to holders of CTR Shares from GE Capital, are filed herewith as Exhibits (a)(23) and (a)(24), respectively. The Offer remains open for acceptance during the Subsequent Offer Period, which is scheduled to expire at 10:00 p.m. (London time), 5:00 p.m. (New York City time), on October 24, 1997, unless the Offer is otherwise extended. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding thereto the following: (a)(23) Notice to non-assenting shareholders, dated October 13, 1997, pursuant to Section 429(4) of the Companies Act 1985. (a)(24) Letter to the holders of CTR Shares from GE Capital, dated October 13, 1997. -4- 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 14, 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 -5- EXHIBIT INDEX Exhibit Number Description of Document - ------- ----------------------- (a)(23) Notice to non-assenting shareholders, dated October 13, 1997, pursuant to Section 429(4) of the Companies Act 1985 (a)(24) Letter to the holders of CTR Shares from GE Capital, dated October 13, 1997 -6- EX-99.(A)(23) 2 NOTICE TO NON-ASSENTING SHAREHOLDERS 429(4) THE COMPANIES ACT 1985 429(4) SECTION 429(4) NOTICE COMPANIES FORM NO. 429(4) NOTICE TO NON-ASSENTING SHAREHOLDERS IN CENTRAL TRANSPORT RENTAL GROUP PLC Pursuant to Section 429(4) of the Companies Act 1985 as inserted by Schedule 12 to the Financial Services Act 1986. To: An offer (the "Offer") was made on 4th August, 1997 by Lazard Brothers & Co., Limited on behalf of General Electric Capital Corporation (the "Offeror") for the entire issued share capital of Central Transport Rental Group plc. The Offeror has, within four months of making the Offer, acquired or contracted to acquire not less than nine-tenths in value of the ordinary shares of 1 pence each ("CTR Shares") to which the Offer relates. The Offeror gives notice that it now intends to exercise its rights under Section 429 of the Companies Act 1985 to acquire the CTR Shares held by you. THE TERMS OF THE OFFER PROVIDE FOR THE FOLLOWING CONSIDERATION: 16 PENCE IN CASH FOR EACH CTR SHARE. Your CTR Shares will be acquired free from all liens, charges, equitable interests, encumbrances and together with all rights now or hereafter attaching thereto, including the right to all dividends and other distributions (if any) declared, made or paid on or after 29th July, 1997 (the date on which the Offer was announced). NOTE: BY GIVING THIS NOTICE, THE OFFEROR BECOMES BOUND AND ENTITLED TO ACQUIRE THE CTR SHARES HELD BY YOU. YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES ACT 1985 TO MAKE APPLICATION TO THE COURT WITHIN SIX WEEKS OF THE DATE OF THIS NOTICE FOR AN ORDER EITHER THAT THE OFFEROR SHALL NOT BE ENTITLED AND BOUND TO ACQUIRE YOUR CTR SHARES OR THAT DIFFERENT TERMS TO THOSE OF THE OFFER SHALL APPLY TO THE ACQUISITION. IF YOU ARE CONTEMPLATING SUCH AN ACTION, YOU MAY WISH TO SEEK LEGAL ADVICE. Nigel D.T. Andrews 13th October, 1997 Director General Electric Capital Corporation EX-99.(A)(24) 3 LETTER TO NON-ASSENTING HOLDERS [ON GECC HEADED NOTEPAPER] To the non-assenting holders of ordinary shares in Central Transport Rental Group plc ("CTR") If you have submitted a valid and complete acceptance of the Offer in respect of your CTR Shares, please ignore this letter and the accompanying notice 13th October, 1997 Dear shareholder, COMPULSORY ACQUISITION OF YOUR ORDINARY SHARES IN CTR As General Electric Capital Corporation ("GECC") has now received valid acceptances of its offer (the "Offer") to acquire the entire issued share capital of CTR in respect of more than 90 per cent. of the ordinary shares in CTR ("CTR Shares") it did not already own, GECC is now entitled to acquire the remaining CTR Shares compulsorily. You now have the following options: Option 1 - allow your CTR Shares to be acquired compulsorily under the basic terms of the Offer; or Option 2 - accept the original Offer. If you do so before 21st November, 1997, you are likely to receive your consideration earlier than you would otherwise have done. If you do nothing, Option 1 will apply. OPTION 1 You will find enclosed a statutory notice formally advising you that GECC intends to apply the provisions of sections 428 - 430F of the Companies Act 1985 (the "Act"). This sets out the terms on which GECC will acquire your remaining CTR Shares on 24th November, 1997. If you do nothing, these shares will be acquired under the terms of the Offer and you will be entitled to 16 pence in cash for each CTR Share you hold on that date. Thereafter, the consideration due to you will be held on trust by CTR in accordance with section 430 of the Act. You can apply for your consideration to be released and sent to you by writing to The Royal Bank of Scotland plc, Registrar's Department, New Issues Section, PO Box 859, Consort House, East Street, Bedminster, Bristol BS99 1XZ with satisfactory evidence of your identity and the ownership of your CTR Shares. OPTION 2 Instead, you may still accept the Offer rather than wait for your CTR Shares to be compulsorily acquired. If your acceptance of the Offer is received on or before 21st November, 1997, you are likely to receive the consideration due under the Offer sooner than would be the case if you were to wait for your CTR Shares to be compulsorily acquired. To accept the Offer rather than wait for your CTR Shares to be compulsorily acquired, you should complete and return a Form of Acceptance as enclosed with the Offer Document. If your CTR Shares are in certificated form, you should also send your share certificate(s) and/or other document(s) of title in respect of your CTR Shares. If your CTR Shares are not to be compulsorily acquired, the documents must be received as soon as possible but, in any event, on or before 21st November, 1997 by The Royal Bank of Scotland plc, Registrar's Department, New Issues Section at either of the addresses shown on the Form of Acceptance or by The Bank of New York at either of the addresses shown on the Form of Acceptance. If your CTR Shares are in uncertificated form, additional procedures are necessary as set out in paragraph 15 of the letter from Lazard Brothers contained in the Offer Document, paragraph 8 of Part B of Appendix I to the Offer Document and in the Form of Acceptance. If you accept the Offer, the consideration for your CTR Shares will be despatched to you promptly following receipt of a valid and complete Form of Acceptance, with all other necessary documents. GENERAL When considering what action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services Act 1986. If you have any queries about any of the options contained in this letter, or would like to be sent a further Form of Acceptance please contact The Royal Bank of Scotland plc, New Issues Section (telephone no: 0117 937 072). Yours sincerely, for and on behalf of General Electric Capital Corporation Nigel D.T. Andrews Director - -------------------------------------------------------------------------------- If you have sold or otherwise transferred all of your CTR Shares, please forward this document at once to the purchaser or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. All holders of CTR Shares (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this document and the accompanying documents to any jurisdiction outside the United Kingdom should read the further details in relation to overseas shareholders which are contained in paragraph 6 of Part B of Appendix I to the Offer Document before taking any action. -----END PRIVACY-ENHANCED MESSAGE-----