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. 1)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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. 1 ("Amendment No. 1") 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 3:00 p.m. (London time), 10:00 a.m. (New York City time) on
September 3, 1997 has been extended to 10:00 p.m. (London time), 5:00 p.m. (New
York City time), on September 23, 1997, unless the Offer is extended.
In addition, on September 2, 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. A
copy of each of the press releases issued by GE Capital on September 2, 1997 is
filed herewith as Exhibits (a)(13) and (a)(14) 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)(13) U.S. press announcement dated September 2, 1997.
(a)(14) U.K. press announcement dated September 2, 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 2, 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)(13) U.S. press announcement dated September 2, 1997
(a)(14) U.K. press announcement dated September 2, 1997
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GE CAPITAL SERVICES Press Release
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General Electric Capital Corporation
260 Long Ridge Road, Stamford, CT 06927
CONTACT: Tony Zehnder David Anderson
GE Capital Services Lazard Brothers & Co., Limited
(203) 357-4728 44 171 588 2721
Elizabeth Ballard/Andrew Marshall
Hill & Knowlton (UK) Limited
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 2, 1997 -- 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") has been extended to 10 p.m. (London time), 5 p.m. (New York City time)
on Tuesday, September 23, 1997.
As of 10 p.m. (London time), 5 p.m. (New York City time) on August 29, 1997,
acceptances of the Offer had been received in respect of 270,079,791 CTR Shares
and 121,646,874 CTR ADSs (representing 364,940,621 CTR Shares) together
representing 86.0 percent of the current issued share capital of CTR. As at such
time, acceptances had not been received in respect of 70,663,846 CTR Shares and
10,805,487 CTR ADSs (representing 32,416,461 CTR Shares).
GE Capital, an indirect wholly owned subsidiary of General Electric Company, is
a substantial diversified financial services company. GE Capital's activities
include equipment management, mid-market financing, specialized financing,
specialty insurance and consumer services. General Electric Company is a
diversified manufacturing, technology and services company with operations
worldwide.
# # #
GE CAPITAL
LAZARD BROTHERS & CO., LIMITED
861881
2 September 1997 FOR IMMEDIATE RELEASE
CONFIRMATION OF RELEASE IS NOT REQUIRED
SEE END OF RELEASE FOR ENQUIRIES
ANNOUNCEMENT NOT GIVEN TO THIRD PARTIES
NO UNVALIDATED VERSION TO BE ISSUED
General Electric Capital Corporation ("GE Capital")
Recommended cash offer for Central Transport Rental Group ("CTR")
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") has been extended to 10 p.m. (London time), 5
p.m. (New York City time) on Tuesday, 23 September 1997.
As of 10 p.m. (London time), 5 p.m. (New York City time) on 29 August 1997,
acceptances of the Offer had been received in respect of 270,079,791 CTR Shares
and 121,646,874 CTR ADSs (representing 364,940,621 CTR Shares) together
representing 86.0 per cent. of the current issued share capital of CTR. As at
such time, acceptances had not been received in respect of 70,663,846 CTR Shares
and 10,805,487 CTR ADSs (representing 32,416,461 CTR Shares).
GE Capital, an indirect wholly owned subsidiary of General Electric Company (no
relation to the UK Company of a similar name), is a substantial diversified
financial services company. GS Capital's activities include equipment
management, mid-market financing, specialised financing, speciality insurance
and consumer services. General Electric Company is a diversified manufacturing,
technology and services company with operations worldwide.
END
Equiries:
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
