================================================================================
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. 7)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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
================================================================================
<PAGE>
- ---------------------
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
00
- --------------------------------------------------------------------------------
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
702,152,321
- --------------------------------------------------------------------------------
8. CHECK 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-
<PAGE>
- ---------------------
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
00
- --------------------------------------------------------------------------------
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
702,152,321
- --------------------------------------------------------------------------------
8. CHECK 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-
<PAGE>
This Amendment No. 7 ("Amendment No. 7") 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
On October 16, 1997, Lazard Brothers, on behalf of GE Capital, sent to
all holders of options under the Central Transport Rental Group 1996 Executive
Share Option Scheme, the Tiphook plc Share Option Scheme and the Tiphook plc
Savings Related Share Option Scheme a letter informing such holders that unless
options of CTR Shares held pursuant to such Share Schemes are exercised by the
relevant date stated in such letter, such options will lapse. A form of the
letter sent to such holders is filed herewith as Exhibit (a)(25) and is
incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(25) Letter to the holders of options under the Central Transport Rental
Group 1996 Executive Share Option Scheme, the Tiphook plc Share Option
Scheme and the Tiphook plc Savings Related Share Option Scheme, dated
October 16, 1997.
-4-
<PAGE>
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 16, 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-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------
(a)(25) Letter to the holders of options under the Central Transport Rental
Group 1996 Executive Share Option Scheme, the Tiphook plc Share
Option Scheme and the Tiphook plc Savings Related Share Option
Scheme, dated October 16, 1997
-6-
[LETTERHEAD OF LAZARD BROTHERS & CO., LIMITED]
[FORM OF LETTER FROM LAZARD BROTHERS]
To: All holders of Options under the Central Transport Rental Group 1996
Executive Share Option Scheme (the "CTR Scheme") and the Tiphook plc 1/
Share Option Scheme (the "Tiphook Scheme") and the Tiphook plc Savings
Related Share Option Scheme (the "Savings Related Scheme").
Dear Optionholder, 16th October, 1997
I write further to my letter of 6th October, 1997 regarding the
proposals made to you in connection with the recommended cash offer (the
"Offer") for the Central Transport Rental Group plc ("CTR") made on behalf of
General Electric Capital Corporation ("GE Capital").[2/]3/ On 13 October, 1997
GE Capital gave notice pursuant to Section 429 of the Companies Act 1985 for the
compulsory acquisition of outstanding CTR shares. Accordingly, I am now writing
to inform you that unless you exercise your option(s) over CTR shares by the
relevant date stated below your option(s) will lapse.
Holders of Options under the CTR Scheme and the Savings Related Scheme
Your option(s) may be exercised at any time on or before midnight on
15th November, 1997. If you fail to exercise your option(s) before this date
then they will lapse in accordance with the rules of the relevant scheme and
will become worthless.
Holders of options under the Tiphook Scheme
Your option(s) may be exercised at any time on or before midnight on
12th November, 1997. If you fail to exercise your option(s) before this
date then they will lapse in accordance with the rules of the Tiphook Scheme and
become worthless.
I would remind you that the proposals to you contained in our letter of
6th October, 1997 remain open for acceptance until 3 p.m. on 24th October, 1997.
If you exercise your option(s) after this date using a notice of exercise in the
normal way, you will still be able to accept the Offer while it remains open for
acceptance.
Yours sincerely,
For and on behalf of
Lazard Brothers & Co. Limited
David Anderson
Managing Director
1/ Tiphook plc is now known as the Central Transport Rental Group plc.
[ 2/ General Electric Capital Corporation is a wholly owned subsidiary of
General Electric Company, USA not connected with the UK company of a
similar name.]
3/ Lazard Brothers, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited is acting for GE Capital and no
one else in connection with the Offer and the contents of this letter and
will not be responsible to anyone other than GE Capital for providing the
protections afforded to its customers nor for giving advice in relation to
the Offer and the contents of this letter. Lazard Brothers is acting
through Lazard Freres for the purposes of making the Offer in and into the
United States.
