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. 8)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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
717,383,218
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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)
97.2%
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10. Type of Reporting Person
CO
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-2-
<PAGE>
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
- -------------------------------------------------------------------
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
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
717,383,218
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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)
97.2%
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10. Type of Reporting Person
CO
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-3-
<PAGE>
This Amendment No. 8 ("Amendment No. 8") 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 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY
Item 6(a) and (b) are hereby amended and supplemented by adding thereto
the following:
(a) and (b). As of October 24, 1997, GE Capital had received valid
acceptances of the Offer in respect of 717,383,218 CTR Shares (including CTR
Shares represented by CTR ADSs), which represents approximately 97.2% of the
outstanding CTR Shares.
ITEM 10. ADDITIONAL INFORMATION
The expiration date of the Subsequent Offer Period for the Offer which
was scheduled for 10:00 p.m. (London time), 5:00 p.m. (New York City time) on
October 24, 1997 has been extended to 10:00 p.m. (London time), 5:00 p.m. (New
York City time), on November 21, 1997, unless the Offer is extended.
On October 27, 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 Subsequent Offer Period and 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
October 24, 1997. A form of the press releases issued by GE Capital on October
27, 1997, is filed herewith as Exhibit (a)(26) and is incorporated by reference
herein.
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<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(26) Form of press announcement dated October 27, 1997.
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<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 27, 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
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
(a)(26) Form of press announcement dated October 27, 1997
-7-
[Form of Press Announcement]
27 October 1997
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL")
RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC
("CTR")
FURTHER EXTENSION
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") was declared unconditional in all respects
on 3 October 1997 and the Subsequent Offer Period began. The Subsequent Offer
Period has been extended to 10.00 p.m. (London time), 5.00 p.m. (New York City
time) on 21 November 1997. Holders of CTR Shares who accept the Offer during the
Subsequent Offer Period will be paid promptly after the receipt of such
acceptances complete in all respects. Holders of CTR Shares and/or CTR ADSs do
not have the right to withdraw their acceptances of the Offer during the
Subsequent Offer Period.
By 10.00 p.m. (London time), 5.00 p.m. (New York City time) on 24
October 1997 valid acceptances of the Offer had been received in respect of
717,383,218 CTR Shares (including 381,628,470 CTR Shares represented by CTR
ADSs) representing approximately 97.2 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 had intended to accept the Offer in respect
of shares arising from exercise of his personal holding of options in respect of
2 million CTR Shares but has instead accepted cash cancellation in lieu of
exercise.
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
<PAGE>
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.
END
Enquiries:
GE Capital
[Christopher Mackenzie 0171 302 6125]
Mary Horne 001 203 357 6978
Lazard Brothers & Co., Limited 0171 588 2721
David Anderson
Hill and Knowlton (UK) Limited 0171 413 3000
Elizabeth Ballard
Andrew Marshall
