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. 2)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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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<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
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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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<PAGE>
This Amendment No. 2 ("Amendment No. 2") 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 September 3, 1997, GE Capital issued press releases in the United
Kingdom and the United States which announced the number of valid acceptances of
the Offer which had been received in respect of CTR Shares and CTR ADSs, as of
3:00 p.m. (London time), 10:00 a.m. (New York City time) on September 2, 1997. A
copy of the press releases issued by GE Capital on September 3, 1997 are filed
herewith as Exhibits (a)(15) and (a)(16) and are 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)(15) U.S. press announcement dated September 3, 1997.
(a)(16) U.K. press announcement dated September 3, 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: September 3, 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)(15) U.S. press announcement dated September 3, 1997
(a)(16) U.K. press announcement dated September 3, 1997
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[LETTERHEAD OF GE CAPITAL SERVICES]
Contact:
Tony Zehnder David Anderson Elizabeth Ballard
GE Capital Lazard Brothers & Co., Limited Andrew Marshall
(203) 357-4728 44 171 588 2721 Hill and Knowlton UK Ltd.
44 171 413 3000
FOR IMMEDIATE RELEASE
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL")
RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC ("CTR")
LONDON, ENGLAND and STAMFORD, CT, September 3, 1997 -- LEVEL OF ACCEPTANCES: By
3:00 p.m. (London time), 10:00 a.m. (New York City time) on September 2, 1997
valid acceptances of the Offer by GE Capital, an indirect wholly owned
subsidiary of General Electric Company, 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
671,059,133 CTR Shares (including 364,940,621 CTR Shares represented by CTR
ADSs) representing approximately 90.9 percent 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 (representing 44.5 percent 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 last business day 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.
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 Tuesday, September 23,
1997.
[LETTERHEAD OF LAZARD BROTHERS & CO., LIMITED]
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL")
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RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC ("CTR")
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LEVEL OF ACCEPTANCES
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By 3.00 p.m. (London time), 10.00 a.m. (New York City time) on 2 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 671,059,133 CTR Shares (including 364,940,621 CTR Shares represented
by CTR ADSs) representing approximately 90.9 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 (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 last date 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.
EXTENSION OF THE OFFER
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The Offer has been extended until 10 p.m. (London time), 5 p.m. (New York City
time) on Tuesday, 23 September 1997.
END
ENQUIRIES:
GE CAPITAL 001-203-357-4728
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Tony Zehnder
LAZARD BROTHERS & CO., LIMITED 0171 588 2721
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David Anderson
HILL AND KNOWLTON (UK) LIMITED 0171 413 3000
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Elizabeth Ballard
Andrew Marshall
