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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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CUSIP No. 155569-10-6 Page 1 of 2
SCHEDULE 14D-1 AND SCHEDULE 13D
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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
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2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
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3. SEC Use Only
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4. Sources of Funds
OO
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [X]
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6. Citizenship or Place of Organization
State of New York
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
44%*
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares [_]
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9. Percent of Class Represented by Amount in Row (7)
44%*
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10. Type of Reporting Person
CO
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* 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.
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CUSIP No. 155569-10-6 Page 2 of 2
SCHEDULE 14D-1 AND SCHEDULE 13D
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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
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2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
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3. SEC Use Only
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4. Sources of Funds
OO
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [_]
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6. Citizenship or Place of Organization
State of New York
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
44%*
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares [_]
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9. Percent of Class Represented by Amount in Row (7)
44%*
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10. Type of Reporting Person
CO
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* The footnote on page 2 is incorporated herein by reference.
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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.
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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.
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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
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Name: Robert E. Healing
Title: Corporate Counsel
General Electric Capital Corporation
By /s/ R. Todd Bradley
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Name: R. Todd Bradley
Title: Vice President
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EXHIBIT INDEX
Exhibit
Number Description of Document
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(a)(17) U.S. press announcement dated September 24, 1997
(a)(18) U.K. press announcement dated September 24, 1997
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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.
# # #
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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
