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. 4)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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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<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
OO
- --------------------------------------------------------------------------------
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
44%*
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares [_]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
44%*
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
- --------
* 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
- --------------------------------------------------------------------------------
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
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
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
44%*
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares
[_]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
44%*
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
- --------
* The footnote on page 2 is incorporated herein by reference.
-3-
<PAGE>
This Amendment No. 4 ("Amendment No. 4") 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 1. SECURITY AND SUBJECT COMPANY
Pursuant to the terms of the Offer, the Offer extends to any CTR Shares
unconditionally allotted or issued pursuant to the exercise of options under the
CTR Share Schemes. Accordingly, on October 6, 1997, holders of options under the
Central Transport Rental Group 1996 Executive Share Option Scheme were sent a
Form of Exercise and Election and accompanying documents, a form of which is
filed herewith as Exhibit (a)(19), and the holders of options under the Tiphook
plc Share Option Scheme and the Tiphook plc Savings Related Share Option Scheme
were sent a letter from CTR and a letter from Lazard Brothers, on behalf of GE
Capital, a form of which is filed herewith as Exhibit (a)(20).
ITEM 10. ADDITIONAL INFORMATION
The Offer by GE Capital has been declared unconditional in all
respects. The Initial Offer Period has expired and the Subsequent Offer Period
for the Offer has begun. Accordingly, the Offer will remain open during the
Subsequent Offer Period until 10:00 p.m. (London time), 5:00 p.m. (New York City
time), on October 24, 1997, unless the Offer is otherwise extended. Holders of
CTR Shares or CTR ADSs who had accepted the Offer, and not properly withdrawn
their acceptances, by 10:00 p.m. (London time), 5:00 p.m. (New York City time)
on October 3, 1997, will be paid promptly. Holders of CTR Shares or CTR ADSs 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.
On October 6, 1997, GE Capital issued two press releases, one in the
United Kingdom and one in the United States, which announced the expiration of
the Initial Offer Period and the commencement of the Subsequent Offer Period,
set forth the number of
-4-
<PAGE>
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 3, 1997, and stated that appropriate proposals would be made to holders
of CTR options. A copy of each of the press releases issued by GE Capital on
October 6, 1997, is filed herewith as Exhibits (a)(21) and (a)(22) 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)(19) Form of Form of Exercise and Election and accompanying documents.
(a)(20) Letter from CTR and Form of Letter from Lazard Brothers on behalf of GE
Capital.
(a)(21) U.S. press announcement dated October 6, 1997.
(a)(22) U.K. press announcement dated October 6, 1997.
-5-
<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 6, 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
-6-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------- -----------------------
(a)(19) Form of Form of Exercise and Election and accompanying documents
(a)(20) Letter from CTR and Form of Letter from Lazard Brothers on behalf
of GE Capital
(a)(21) U.S. press announcement dated October 6, 1997
(a)(22) U.K. press announcement dated October 6, 1997
-7-
[FORM OF FORM OF EXERCISE AND ELECTION]
THIS LETTER AND THE ACCOMPANYING FORM OF EXERCISE AND ELECTION ARE IMPORTANT AND
REQUIRE YOUR IMMEDIATE ATTENTION. When considering what action you should take,
you are recommended to seek your own personal financial advice from your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services Act 1986.
_______________________________________________________________________________
Recommended Cash Offer
by
LAZARD BROTHERS
on behalf of
GENERAL ELECTRIC CAPITAL CORPORATION*
to acquire the whole of the issued
and to be issued share capital of
CENTRAL TRANSPORT RENTAL GROUP PLC
PROPOSALS FOR OPTIONHOLDERS
UNDER THE CENTRAL TRANSPORT RENTAL GROUP 1996
EXECUTIVE SHARE OPTION SCHEME
_______________________________________________________________________________
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 document 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 document. Lazard Brothers is acting through Lazard Freres for
the purposes of making the Offer in and into the United States.
Deutsche Morgan Grenfell, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for CTR and no-one else in
connection with the Offer and the contents of this document and will not be
responsible to anyone other than CTR for providing the protections afforded to
customers of Deutsche Morgan Grenfell nor for giving advice in relation to the
Offer and the contents of this document. Deutsche Morgan Grenfell has given and
not withdrawn its written consent to the issue of this document with the
inclusion in it of references to its name in the form and context in which they
appear.
_______________________________________________________________________________
* [General Electric Capital Corporation is a wholly owned subsidiary of General
Electric Company, USA, not connected with the UK company of a similar name.]
<PAGE>
[LETTERHEAD OF LAZARD BROTHERS & CO., LIMITED]
6th October, 1997
To: The Optionholders under the Central Transport Rental Group plc 1996
Executive Share Option Scheme (the "Scheme")
Dear Optionholder,
RECOMMENDED CASH OFFER ON BEHALF OF GENERAL ELECTRIC CAPITAL CORPORATION ("GE
CAPITAL")
I refer to our letter dated 4th August 1997 and welcome the opportunity to write
to you with further information regarding the recommended cash offer (the
"Offer") made on behalf of GE Capital for Central Transport Rental Group plc
("CTR").
The Offer was declared unconditional in all respects on 6th October, 1997. The
following pages of this document set out the specific proposals being put
forward by GE Capital in relation to your Option(s) to acquire shares in CTR
under the Scheme which were granted in December, 1996 (your "Option(s)")and also
summarise the courses of action available to you.
COURSES OF ACTION AVAILABLE TO YOU
In summary, the choices available to you in respect of all or any of your
Option(s) are:-
1. to accept a cash payment in consideration of the cancellation of your
Option(s) (the "Cash Cancellation Offer"); or
2. to exercise (in whole) your Option(s) and either accept the Offer
and/or sell and/or retain your CTR shares; or
3. take no further action, (in which case your Option(s) may in due course
lapse).
I strongly urge you to read this document carefully, including Appendix 1
concerning taxation, before deciding which course of action is most appropriate
to your personal circumstances. If you are a non-UK resident you are strongly
advised to seek independent professional advice on the local taxation
implications of the courses of action open to you. Please note you are asked to
return your Form of Exercise and Election (the "Form") by 3.00 p.m. on 24th
October, 1997 and, more especially, the dates beyond which inaction on your part
may place you at a disadvantage.
Full details of the Offer are set out in the formal offer document ("the Offer
Document") dated 4th August 1997 a copy of which you will have already received
for information only. Terms defined, in the Offer Document have the same
meanings in
<PAGE>
this letter and the Form unless the context otherwise requires. If you do not
have a copy of the Offer Document and would like to obtain a copy or you have
lost your copy, please call Simon Enoch the Company Secretary of Central
Transport Rental Group plc on 01474 477000.
If you also hold Options to acquire shares in CTR granted under other
CTR/Tiphook share schemes you will be contacted separately. If the exercise
price of these Options is greater than 16p it may be inadvisable to exercise
them.
The Form enclosed with this letter is for you to complete if you choose to
accept the Cash Cancellation Offer or to exercise your Option(s) and accept the
Offer. You can only use the Form to pursue a course of action in respect of your
Option(s) in whole. If you wish to exercise your Option(s) in part you should
follow the usual exercise procedure. These courses of action are explained in
more detail below.
Please note that nothing in this letter serves to extend the life of an Option
which lapses (or has already lapsed), for example, because of retirement.
1. ACCEPT THE CASH CANCELLATION OFFER
We are offering you the opportunity to release your Option(s) in consideration
of a cash payment of 7.5p per CTR share under Option equal to the difference
between 16p (being the Offer price for each CTR share) and 8.5p (being the
exercise price of a CTR share under the relevant Option). You have until 3 pm.
on 24th October, 1997 to choose whether to release your Option(s) and accept
this cash payment.
If you wish to accept the Cash Cancellation Offer in respect of your Option(s),
you should tick the box in Column A on page 4 of the Form in accordance with the
instructions printed on it, sign and date the Form at the bottom of page 5 in
the presence of a witness who should also sign where indicated. The completed
and signed Form should then be returned as soon as possible but in any event so
as to be received by no later than 3 pm on 24th October 1997.
For a summary of the tax implications of accepting the Cash Cancellation Offer
please see Appendix 1.
2. EXERCISE YOUR OPTION(S)
Options granted under the Scheme are now immediately exercisable and you may
exercise your Option(s) to acquire CTR shares on payment of the relevant
exercise price.
You will be able to deal with the CTR shares arising from the exercise of your
Option(s) in the following ways:
<PAGE>
o accept the Offer for your CTR shares while it remains open for
acceptance on the basis of 16p in cash for each CTR share; /or
o sell your CTR shares in the market. However, you should be aware that
as GE Capital has acquired a large percentage of the existing CTR
shares, the market in these shares is likely to be small. Therefore it
may be difficult for you to find purchasers for your CTR shares. You
are also likely to have to pay dealing costs in respect of such a sale;
or
o retain your CTR shares - you should note, however, that it is GE
Capital's intention, if it acquires more than 90 per cent of the CTR
shares to which the Offer relates, to acquire all CTR shares not
assenting to the Offer by issuing notices under Section 429 of the
Companies Act 1985 (the "compulsory acquisition procedure").
To exercise your Option(s) and accept the Offer, you should tick the box in
column B on page 4 of the enclosed Form in accordance with the instructions
printed on it, sign and date the Form at the bottom of page 4 in the presence of
a witness who should also sign where indicated. The completed and signed Form
should then be returned as soon as possible but in any event so as to be
received no later than 3 p.m. on 24th October, 1997.
Alternatively, you may, if you wish to do so, complete the notice(s) of exercise
in respect of your Option(s) and then complete a Form of Acceptance in respect
of the Offer in the normal way while the Offer remains open for acceptance.
The enclosed Form or the notice(s) of exercise (as appropriate) should be
accompanied by your Option certificate(s) and a cheque for the total amount
payable on exercise of your Option(s) made payable to "Central Transport Rental
Group plc" and crossed "A/C payee only".
By ticking the box in column B, of the enclosed Form, you will authorise GE
Capital or any director of GE Capital to complete a Form of Acceptance in
respect of the Offer on your behalf. You will thereby be deemed to have given
the various warranties, representations, agreements, undertakings and
authorities set out in Appendix I of the Offer Document, to which your attention
is drawn.
If you wish to exercise your Option(s) now but do not wish to accept the Offer
or wish to exercise your Option(s) in part, please follow the usual exercise
procedure.
FOR A SUMMARY OF THE TAX IMPLICATIONS OF EXERCISING YOUR OPTION(S), SELLING YOUR
CTR SHARES OR ACCEPTING THE OFFER PLEASE SEE APPENDIX 1.
<PAGE>
3. TAKE NO FURTHER ACTION
If you decide not to accept the Cash Cancellation Offer, nor to exercise your
Option(s), your Option(s) may in due course lapse and you will not obtain any
benefit from it or them.
If GE Capital is able to operate the compulsory acquisition procedure your
Option(s) will lapse one month after the compulsory acquisition commences.
4. PROCEDURE
You should use the Form enclosed to give instructions on how to deal with your
Option(s) (although, if you wish to exercise your Option(s) and accept the
Offer, you could alternatively complete the notice(s) of exercise in respect of
your Option(s) and then complete a Form of Acceptance in respect of the Offer in
the usual way).
THE COMPLETED FORM (TOGETHER WITH YOUR OPTION CERTIFICATE(S)) SHOULD BE RETURNED
TO SIMON ENOCH, THE COMPANY SECRETARY, CENTRAL TRANSPORT RENTAL GROUP PLC,
HAMPDEN COURT, KINGSMEAD BUSINESS PARK, LONDON ROAD, HIGH WYCOMBE,
BUCKINGHAMSHIRE HP11 IJU, UNITED KINGDOM AS SOON AS POSSIBLE. IT MUST IN ANY
EVENT BE RECEIVED BY NO LATER THAN 3.00 P.M. ON 24TH OCTOBER, 1997 IF YOU WISH
TO ACCEPT THE CASH CANCELLATION OFFER OR USE THE FORM ENCLOSED TO EXERCISE YOUR
OPTION(S) AND ACCEPT THE OFFER.
If you require a further Form, or if you have lost your Option certificate(s),
please contact Simon Enoch, the Company Secretary of the Central Transport
Rental Group plc on 01494 477000 immediately.
5. SETTLEMENT
If the Form is properly completed and returned in accordance with the
instructions printed on it and all other relevant documents are received
complete in all respects or otherwise in a form acceptable to GE Capital, then
you will be sent:-
(a) if you accept the Cash Cancellation Offer, a cheque promptly; /or
(b) if you exercise your Option(s) and accept the Offer, a cheque in
respect of the cash consideration to which you are entitled promptly.
6. CONCLUSIONS
THE DECISION AS TO WHICH COURSE OF ACTION TO TAKE IS A MATTER FOR YOU ALONE.
HOWEVER, FAILURE TO TAKE ANY ACTION MAY RESULT IN YOUR OPTION(S) LAPSING AND
BECOMING WORTHLESS. YOU SHOULD BE AWARE THAT IF ABLE IT IS GE CAPITAL'S
INTENTION TO OPERATE THE COMPULSORY ACQUISITION PROCEDURE.
<PAGE>
Before you make a decision, you should read this document carefully, together
with the documents sent to you on 4th August, 1997, and take independent
professional advice if you are in any doubt as to what action to take.
You should also bear in mind the summary of the tax implications outlined in
Appendix 1.
IF YOU HAVE ANY QUERIES PLEASE TELEPHONE SIMON ENOCH, THE COMPANY SECRETARY OF
CTR GROUP PLC ON 01494 477000 OR WRITE TO HIM AT HAMPDEN COURT, KINGSMEAD
BUSINESS PARK, LONDON ROAD, HIGH WYCOMBE, BUCKINGHAMSHIRE HP11 IJU, UNITED
KINGDOM. HE WILL NOT, HOWEVER, BE ABLE TO ADVISE YOU ON WHAT ACTION YOU SHOULD
TAKE.
Yours sincerely
for and on behalf of
Lazard Brothers & Co. Limited
David Anderson
Managing Director
<PAGE>
APPENDIX 1
TAX CONSEQUENCES
The following paragraphs are intended as a general guide to UK taxation in
relation to your Option(s). They summarise certain UK taxation implications for
persons who are resident or ordinarily resident in the UK for tax purposes. You
should consult a professional adviser if you wish to obtain advice in relation
to your personal tax position. You should disclose any payment received as a
result of the exercise of your Option(s) and the sale of your CTR shares on your
self-assessment tax return for the current tax year.
1. CASH CANCELLATION OFFER
If you accept the Cash Cancellation Offer the cash you will receive will be
subject to income tax in full. You should include details of the cash received
on your self-assessment tax return for the tax year 1997/98.
ANY ADDITIONAL AMOUNT CHARGEABLE TO INCOME OR CAPITAL GAINS TAX MAY ITSELF CAUSE
YOU TO BE LIABLE TO TAX AT A HIGHER RATE THAN YOU WOULD OTHERWISE PAY. YOU
SHOULD ENSURE THAT YOU HAVE SUFFICIENT FUNDS AVAILABLE TO MEET THE TAX
LIABILITY.
2. EXERCISE OF OPTION(S)
AN INCOME TAX LIABILITY WILL ARISE ON THE EXERCISE OF YOUR OPTIONS(S) AS THEY
WERE GRANTED LESS THAN THREE YEARS AGO. Income tax will be payable at your
marginal rate on the amount by which the market value of the CTR shares at the
date of exercise exceeds the option exercise price.
This income tax liability arises, irrespective of whether your Option(s) are
approved or unapproved for Inland Revenue purposes.
3. ACCEPTANCE OF THE OFFER.
If you accept the Offer, you will be treated as making a disposal and may be
liable to pay capital gains tax on the cash that you receive in the manner
described in 4 below.
4. SALE OF CTR SHARES
If you sell your CTR shares for cash, you may realise a gain which may be liable
to capital gains tax. The gain will be the difference between the cash you
receive and your base cost. Your base cost will be the market value of the
relevant CTR shares at the date of exercise of the Option (which is likely to be
equal to the cash offer price of 16p) as increased, if at all, by indexation
from the date of exercise (where income tax is paid on the exercise of the
Option from which the CTR shares derive). However, if
<PAGE>
you already hold CTR shares or acquire CTR shares on the exercise of more than
one Option, special "pooling" rules may apply to determine the base cost.
You will not, however, be liable to capital gains tax unless your total
chargeable gains (less allowable losses) for the current tax year exceeds the
annual exemption which for 1997/98 is (pound)6,500.
5. SELF ASSESSMENT
Under the new self assessment rules, taxpayers are required to provide the
Inland Revenue with all the information needed to calculate their total taxable
income (from all sources) and any chargeable gains. The calculation of the tax
may then be carried out by either the taxpayer or the Inland Revenue.
The time limit for filing a return for the current tax year where the taxpayer
calculates his own tax will be 31 January 1999. Where the taxpayer wishes the
Inland Revenue to do the calculation, the return must be filed by 30 September
1998.
<PAGE>
THIS FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering
what action you should take, you are recommended to seek you own personal
financial advice from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser duly authorised under the Financial Services
Act 1986.
_______________________________________________________________________________
Recommended Cash Offer
by
LAZARD BROTHERS
on behalf of
GENERAL ELECTRIC CAPITAL CORPORATION*
to acquire the whole of the issued
and to be issued share capital of
CENTRAL TRANSPORT RENTAL GROUP PLC
FORM OF EXERCISE AND ELECTION FOR
OPTIONHOLDERS UNDER THE CENTRAL TRANSPORT RENTAL GROUP 1996
EXECUTIVE SHARE OPTION SCHEME
_______________________________________________________________________________
Use this form to:
o Exercise your Option(s)Option over CTR shares and accept the Offer
for cash, or
o Accept the Cash Cancellation Offer.
* General Electric Capital Corporation is a wholly owned subsidiary of General
Electric Company, USA, not connected with the UK Company of the same name.
<PAGE>
NOTES ON COMPLETING PAGE 4 OF THIS FORM
Words or expressions described in the accompanying letter dated 6th October,
1997 addressed to the holders of Options under the Schemes shall have the same
meaning in this Form.
_______________________________________________________________________________
PART 1 NAME AND HOME ADDRESS
Fill in your name and home address clearly in CAPITAL LETTERS. If you tick the
box in column B, the same address will be inserted in any Form of Acceptance
completed on your behalf.
_______________________________________________________________________________
PART 2 YOUR CHOICES
ACCEPT THE CASH CANCELLATION OFFER
Tick the box in Column A if you wish to accept the Cash Cancellation Offer.
EXERCISE AND ACCEPT THE OFFER
Tick the box in column B if you wish to exercise your Option(s) and accept the
Offer. You will receive 16 pence in cash for each CTR share you acquire on the
exercise of your 1996 Option(s)Option.
_______________________________________________________________________________
PART 3 SIGNATURE
YOU MUST SIGN PART 3 IN THE PRESENCE OF A WITNESS WHO MUST ALSO SIGN WHERE
INDICATED. If these instructions are not followed, this Form will (subject as
set out on pages 6 and 7) be invalid. The witness must be over 18 years of age
and should print his/her name where indicated.
_______________________________________________________________________________
<PAGE>
RETURNING THE FORM AND SETTLEMENT
SEND THE COMPLETED AND SIGNED FORM BY POST TO SIMON ENOCH, THE COMPANY
SECRETARY, THE CENTRAL TRANSPORT RENTAL GROUP PLC HAMPDEN COURT, KINGSMEAD
BUSINESS PARK, LONDON ROAD, HIGH WYCOMBE, BUCKINGHAMSHIRE, HP11 IJU, UNITED
KINGDOM. AS SOON AS POSSIBLE. IT MUST IN ANY EVENT BE RECEIVED BY NO LATER THAN
3 PM. ON 24TH OCTOBER, 1997 IF YOU WISH TO ACCEPT THE CASH CANCELLATION OFFER,
(II) WHILE THE OFFER REMAINS OPEN FOR ACCEPTANCE IF YOU WISH TO EXERCISE YOUR
OPTION(S)OPTION AND ACCEPT THE OFFER FOR CASH. Please send your Option
certificate(s) with this Form (although you need not complete the notice(s) of
exercise). If you have lost your Option certificate(s), please telephone Simon
Enoch on 01494 477000 immediately. Settlement will be made within 14 days of
receipt of a duly completed Form and accompanying Option certificate(s) (unless
you have reported the loss of your Option certificate(s) to Simon Enoch).
IF YOU ARE EXERCISING YOUR OPTIONS(S) WHETHER OR NOT YOU ACCEPT THE OFFER, YOU
MUST ENCLOSE A CHEQUE FOR THE AMOUNT PAYABLE ON EXERCISE OF YOUR OPTION(S)OPTION
MADE PAYABLE TO "CENTRAL TRANSPORT RENTAL GROUP PLC" AND CROSSED "A/C PAYEE
ONLY" IN PAYMENT OF THE TOTAL AMOUNT DUE ON THE EXERCISE OF YOUR
OPTION(S)OPTION. YOU CANNOT REDUCE THE AMOUNT OF THE CHEQUE TO TAKE INTO ACCOUNT
ANY AMOUNT DUE TO YOU PURSUANT TO A VALID ACCEPTANCE OF THE OFFER. DO NOT
ENCLOSE A CHEQUE IF YOU ARE ACCEPTING THE CASH CANCELLATION OFFER.
<PAGE>
<TABLE>
<CAPTION>
THE CENTRAL TRANSPORT RENTAL GROUP plc
EMPLOYEE SHARE OPTION SCHEMES
FORM OF EXERCISE AND ELECTION
To: The Central Transport Rental Group plc
General Electric Capital Corporation
This form is important. Before completing it, please read the instructions
on pages 2 and 3 and the further terms and conditions on pages 6 and 7.
NAME AND Please write full name and use capital letters
HOME
ADDRESS
.....................................................................
<S> <C> <C> <C> <C> <C>
1
___________________________________________________________________________________________________________________________________
YOUR I IRREVOCABLY MAKE THE FOLLOWING CHOICES IN RESPECT OF MY
CHOICES OPTION(S)OPTION:-
___________________________________________________________________________________________________________________________________
2 OPTION CERTIFICATE DETAILS ACCEPT THE CASH CANCELLATION OFFER EXERCISE OPTION AND
ACCEPT THE OFFER
____________________________________________________________________________________________________________________________________
APPROVED/ Date of Grant OPTION COLUMN A* COLUMN B*
UNAPPROVED EXERCISE PRICE
(PENCE)
___________________________________________________________________________________________________________________________________
- December, 1996 8.5
___________________________________________________________________________________________________________________________________
Signature Signed and delivered as a deed by: in the presence of:
3
Signature ........................ Witness' signature .............................
Witness' name ..................................
Name ............................. Witness' address ...............................
* Tick as appropriate
Date .............................
___________________________________________________________________________________________________________________________________
</TABLE>
<PAGE>
FURTHER TERMS AND CONDITIONS
BY SIGNING THIS FORM YOU ARE AGREEING AS FOLLOWS:
1. GENERAL
1.1 You confirm that your Option(s) is/are valid and subsisting and you
acknowledge receipt of the Offer Document.
1.2 You irrevocably appoint GE Capital and CTR, jointly and severally, or
any director of GE Capital or CTR or any person nominated by either of
them, as your attorney and authorise such attorney to execute any
document and do anything on your behalf as may be necessary or
desirable to give effect to the election made in this Form.
1.3 All powers of attorney and authorities on the terms conferred by this
Form are given by way of security for the performance of your
obligations and are irrevocable in accordance with Section 4 of the
Powers of Attorney Act 1971.
2. EXERCISE AND ACCEPTANCE
2.1 ACCEPT THE CASH CANCELLATION OFFER - COLUMN A
You accept the Cash Cancellation Offer in respect of your Options if
you have ticked the box in column A. You irrevocably agree to release
your Option(s) over CTR Shares and authorise GE Capital to send you at
the address set out on page 4, and at your risk, a cheque for the
appropriate sum.
2.2 EXERCISE OPTION(S)OPTION AND ACCEPT THE OFFER - COLUMN B
You exercise your Option(s) in respect of the total number of CTR
Shares to which you will be entitled on the exercise of your Option(s)
if you have ticked the box in column B. You agree to accept the Offer
in respect of those CTR shares and you irrevocably appoint GE Capital,
or any director of GE Capital, jointly and severally as your attorney
and authorise such attorney to accept the Offer on your behalf in
respect of such CTR shares. YOU WILL THEREBY BE DEEMED TO HAVE GIVEN
THE VARIOUS WARRANTIES, REPRESENTATIONS, AGREEMENTS, UNDERTAKINGS AND
AUTHORITIES SET OUT IN APPENDIX I TO THE OFFER DOCUMENT.
3. FORMS WHICH ARE INCORRECTLY COMPLETED
Subject to the following, this Form will be of no effect unless it is
duly completed and received by Simon Enoch, the Company Secretary, the
Central Transport Rental Group plc, Hampden Court, Kingsmead Business
Park, London Road, High Wycombe, Buckinghamshire, HP11 IJU, United
Kingdom not later than 3p.m. 17th October, 1997. GE Capital reserves
the right, at its discretion, to accept any Form which is not duly
completed and/or so received and in particular:
<PAGE>
o if you have failed to tick the box in either column A or B in respect
of your Option(s) detailed on page 4, to treat you as having ticked the
box in column A (i.e. that you have elected to accept the Cash
Cancellation Offer) in respect of all such Option(s); and
o if you have ticked the box in both column A and B against your
Option(s) detailed on page 4, to treat you as having ticked the box in
column A (i.e. that you have elected to accept the Cash Cancellation
Offer) in respect of all such Option(s).
4. WARRANTIES, AUTHORITIES AND UNDERTAKINGS
The execution of this Form constitutes:
(a) your warranty that any cheque for the amount due on the exercise of
your Option(s) will, when presented, be honoured on first presentation;
(b) authority for GE Capital to send to you or procure the sending to you
of a cheque in respect of any cash due to you, through the post at your
risk addressed to you at the address set out under your name in this
Form or, if none, your last address known to CTR; and
(c) an undertaking by you to ratify and confirm any action properly and
lawfully taken on your behalf by any attorney appointed by or pursuant
to this Form of Exercise and Election.
<PAGE>
[LETTERHEAD OF CENTRAL TRANSPORT RENTAL GROUP]
6th October, 1997
To Optionholders under the Central Transport Rental Group 1996 Executive Share
Option Scheme (the "Scheme")
Dear Optionholder,
RECOMMENDED CASH OFFER ON BEHALF OF GENERAL ELECTRIC CAPITAL CORPORATION ("GE
CAPITAL")
I refer to the letter dated 4th August 1997 from Lazards Brothers which
contained details of the effect of the recommended cash offer (the "Offer") by
GE Capital for Central Transport Rental Group plc ("CTR") on your Option(s)
granted under the Scheme. The Offer was declared unconditional in all respects
on 6th October, 1997. The following pages of this document set out the specific
proposals being put forward by GE Capital in relation to your Option(s) under
the Scheme.
I strongly urge you to read this document carefully before deciding which course
of action is most appropriate to your own personal circumstances. IN PARTICULAR,
PLEASE NOTE THE DATE BY WHICH YOU ARE ASKED TO RETURN YOUR FORM OF EXERCISE AND
ELECTION.
RECOMMENDATION
The board of CTR which has been so advised by Deutsche Morgan Grenfell considers
the proposals to Optionholders to be fair and reasonable. The board recommends
that Optionholders follow whichever course of action is most appropriate to
their personal circumstances as those members of the board who hold Options
under the Scheme intend to do in respect of their own Options. In providing
advice to the board of CTR, Deutsche Morgan Grenfell has taken account of the
commercial assessments of the directors of CTR.
Yours faithfully,
Ian M. Clubb
Chairman
[LETTERHEAD OF LAZARD BROTHERS & CO., LIMITED]
[FORM OF LETTER FROM LAZARD BROTHERS]
This letter is important and requires your immediate attention. When
considering what action you should take you are recommended to seek your own
personal financial advice from your stockbroker, bank manager, solicitor,
accountant or an independent financial adviser duly authorised on the Financial
Services Act 1986.
To: Optionholders under the Tiphook plc 1/ Share Option Scheme and the
Tiphook plc Savings Related Share Option Scheme.
Dear Optionholder, 6th October, 1997
RECOMMENDED CASH OFFER ON BEHALF OF GENERAL ELECTRIC CAPITAL
CORPORATION ("GE CAPITAL") [2]/
I refer to our letter dated 4th August, 1997 and welcome the
opportunity to write to you with further information regarding the recommended
cash offer (the "Offer") made on behalf of GE Capital for the Central Transport
Rental Group plc ("CTR").3/ The offer was declared unconditional in all respects
on 6th October, 1997. Your option(s) are therefore exercisable immediately.
YOU SHOULD, HOWEVER, BE AWARE THAT THE OFFER VALUES EACH CTR SHARE AT
16P. TO THE EXTENT THAT THE EXERCISE PRICE OF YOUR OPTION(S) IS IN EXCESS OF 16P
THEN THE PROPOSALS ARE LIKELY TO BE OF NO REAL VALUE TO YOU.
1. Proposals to optionholders
--------------------------
The proposals made to optionholders are;
(i) to accept a cash payment in consideration of the cancellation of
their option(s) (the "Cash Cancellation Offer") or
_______________________________________________________________________________
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 Deutsche Morgan Grenfell which is regulated in the United Kingdom by
the Securities and Future Authorities Limited is acting for CTR and no one
else in connection with the Offer and the contents of this document and will
not be responsible to anyone other than CTR for providing the protections
afforded to customers of Deutsche Morgan Grenfell nor for giving advice in
relation to the Offer and contents of this document.
<PAGE>
(ii) to exercise their option(s) and either accept the
Offer or sell or retain their CTR shares; or
(iii) take no further action, in which case their
option(s) may in due course lapse.
WE ARE OBLIGED TO MAKE THESE PROPOSALS TO YOU ALTHOUGH BECAUSE THE EXERCISE
PRICE OF YOUR OPTION(S) IS MORE THAN 16P THEY ARE UNLIKELY TO BE OF ANY VALUE
TO YOU.
2. Accept the Cash Cancellation Offer
----------------------------------
As the exercise price of a CTR share under your option(s) is in excess
of 16p, no payment will be made to you if you accept the Cash
Cancellation Offer. By accepting the Cash Cancellation Offer though you
would be agreeing to the release of your option(s).
3. Exercise and Accept the Offer
-----------------------------
If you exercise your option(s) you may in respect of the resulting CTR
shares accept the Offer and receive 16p per CTR share. You should take
into account the exercise price which you will have to pay on
exercising your option(s). As the exercise price is greater than 16p
then you will have to pay the Central Transport Rental Group plc more
on the exercise of your option(s) than you will receive from GE Capital
when you accept the Offer.
4. Take no Further Action
----------------------
It is GE Capital's intention, if it becomes entitled to do so, to issue
notices under Section 429 of the Companies Act 1985 in order to acquire
compulsorily all outstanding CTR shares. If such a notice is served
then your options will lapse on the expiry of the period of 28 days
following such notice, in the case of the Tiphook PLC Share Option
Scheme, or one month following such notice in the case of the Tiphook
PLC Savings Related Share Option Scheme.
5. Recommendation
--------------
The Board of CTR which has been so advised by Deutsche Morgan Grenfell
considers the proposals to option holders to be fair and reasonable.
The Board recommends that optionholders follow whichever course of
action is most appropriate to their personal circumstances. In
providing advice to the board of CTR, Deutsche Morgan Grenfell has
taken account of the commercial assessments of the directors of CTR.
<PAGE>
6. Conclusion
----------
The decision as to which course of action to take is a matter for you
alone. Before you make a decision you should read this document
carefully together with the attached letter from CTR with the documents
sent to you on 4th August, 1997 and take professional advice if you are
in any doubt as to what action to take.
If you have any queries please telephone SIMON ENOCH, THE COMPANY
SECRETARY OF CTR GROUP PLC on 01494 477000 or write to him at HAMPTON COURT,
KINGSMEAD BUSINESS PARK, LONDON ROAD, HIGH WYCOMBE, BUCKINGHAMSHIRE HP11 1JU,
UNITED KINGDOM. He will not however be able to advise you on what action you
should take.
Yours sincerely,
for and on behalf of
Lazard Brothers & Co. Limited
David Anderson
Managing Director
<PAGE>
[LETTERHEAD OF CENTRAL TRANSPORT RENTAL GROUP]
6th October, 1997
To Optionholders under the Central Transport Rental Group 1996 Executive Share
Option Scheme (the "Scheme")
Dear Optionholder,
RECOMMENDED CASH OFFER ON BEHALF OF GENERAL ELECTRIC CAPITAL CORPORATION ("GE
CAPITAL")
I refer to the letter dated 4th August 1997 from Lazards Brothers which
contained details of the effect of the recommended cash offer (the "Offer") by
GE Capital for Central Transport Rental Group plc ("CTR") on your Option(s)
granted under the Schemes. The Offer was declared unconditional in all respects
on 6th October, 1997.
RECOMMENDATION
The board of CTR which has been so advised by Deutsche Morgan Grenfell considers
the proposals to Optionholders to be fair and reasonable. The board recommends
that Optionholders follow whichever course of action is most appropriate to
their personal circumstances. In providing advice to the board of CTR, Deutsche
Morgan Grenfell has taken account of the commercial assessments of the directors
of CTR.
Yours sincerely,
Ian M. Clubb
Chairman
GE CAPITAL SERVICES Press Release
- -----------------------------------------------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
260 LONG RIDGE ROAD, STAMFORD, CT 06927
Elizabeth Ballard
Mary Horne David Anderson Andrew Marshall
CONTACT: GE Capital Services Lazard Brothers & Co. Hill & Knowlton UK
(203) 357-6978 44 171 588 2721 44 171 413 3000
FOR IMMEDIATE RELEASE
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL")
RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL
GROUP PLC ("CTR") DECLARED UNCONDITIONAL IN ALL RESPECTS
STAMFORD, CT and LONDON, ENGLAND, October 6, 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 declared unconditional in all respects. The Initial Offer
Period has expired and the Subsequent Offer Period for the Offer has begun.
Accordingly, the Offer will remain open during the Subsequent Offer Period until
10:00 p.m. (London time), 5:00 p.m. (New York City time) on Friday, October 24,
1997 unless otherwise extended. Holders of CTR Shares or CTR ADSs who had
accepted the Offer, and not properly withdrawn their acceptances, by 10:00 p.m.
(London time), 5:00 p.m. (New York City time) on October 3, 1997 will be paid
promptly. Holders of CTR Shares or CTR ADSs 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 October 3, 1997
valid acceptances of the Offer had been received in respect of 690,151,195 CTR
Shares (including 368,407,347 CTR Shares represented by CTR ADSs) representing
approximately 93.5 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 who has a personal holding of options in respect of 2
million CTR Shares has also irrevocably undertaken to accept the Offer in
respect of shares arising from exercise of those options.
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.
It is expected that appropriate proposals will be made to CTR optionholders
within the next seven days.
###
- --------------------------------------------------------------------------------
[LETTERHEAD OF LAZARD BROTHERS & CO., LIMITED]
6 OCTOBER 1997
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL")
RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC ("CTR")
DECLARED UNCONDITIONAL IN ALL RESPECTS
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 declared unconditional in all
respects. The Initial Offer Period has expired and the Subsequent Offer Period
for the Offer has begun. Accordingly, the Offer will remain open during the
Subsequent Offer Period until 10:00 p.m. (London time), 5:00 p.m. (New York City
time) on Friday, 24 October 1997 unless otherwise extended. Holders of CTR
Shares or CTR ADSs who had accepted the Offer, and not properly withdrawn their
acceptances, by 10:00 p.m. (London time), 5:00 p.m. (New York City time) on 3
October 1997 will be paid promptly. Holders of CTR Shares or CTR ADSs 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 3 October 1997
valid acceptances of the Offer had been received in respect of 690,151,195 CTR
Shares (including 368,407,347 CTR Shares represented by CTR ADSs) representing
approximately 93.5 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 who has a personal holding of options in respect of 2
million CTR Shares has also irrevocably undertaken to accept the Offer in
respect of shares arising from the exercise of those options.
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.
It is expected that appropriate proposals will be made to CTR optionholders
within the next seven days.
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
