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. 6)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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. SOURCE 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
95.1%
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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)
95.1%
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10. TYPE OF REPORTING PERSON
CO
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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 PERSON
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. SOURCE 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
95.1%
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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)
95.1%
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10. TYPE OF REPORTING PERSON
CO
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<PAGE>
This Amendment No. 6 ("Amendment No. 6") 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 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Item 5(a),(f) and (g) are hereby amended and supplemented by adding
thereto the following:
(a), (f) and (g). On October 13, 1997, GE Capital gave notice that it
was exercising its right under Section 429 of the U.K. Companies Act 1985 to
acquire compulsorily all CTR Shares (including CTR Shares represented by CTR
ADSs) not already acquired by it pursuant to the Offer. CTR Shares (including
CTR Shares represented by CTR ADSs) not already acquired pursuant to the Offer
will be acquired compulsorily on November 24, 1997. Copies of the notice to
non-assenting shareholders delivered pursuant to Section 429(4) of the Companies
Act 1985 and the letter sent to holders of CTR Shares from GE Capital, are filed
herewith as Exhibits (a)(23) and (a)(24), respectively. The Offer remains open
for acceptance during the Subsequent Offer Period, which is scheduled to expire
at 10:00 p.m. (London time), 5:00 p.m. (New York City time), on October 24,
1997, unless the Offer is otherwise extended.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(23) Notice to non-assenting shareholders, dated October 13, 1997, pursuant
to Section 429(4) of the Companies Act 1985.
(a)(24) Letter to the holders of CTR Shares from GE Capital, dated October 13,
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 14, 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
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(a)(23) Notice to non-assenting shareholders, dated October 13, 1997,
pursuant to Section 429(4) of the Companies Act 1985
(a)(24) Letter to the holders of CTR Shares from GE Capital, dated
October 13, 1997
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THE COMPANIES ACT 1985 429(4)
SECTION 429(4) NOTICE
COMPANIES FORM NO. 429(4)
NOTICE TO NON-ASSENTING SHAREHOLDERS
IN CENTRAL TRANSPORT RENTAL GROUP PLC
Pursuant to Section 429(4) of the Companies Act 1985
as inserted by Schedule 12 to the Financial Services Act 1986.
To:
An offer (the "Offer") was made on 4th August, 1997 by Lazard Brothers & Co.,
Limited on behalf of General Electric Capital Corporation (the "Offeror") for
the entire issued share capital of Central Transport Rental Group plc.
The Offeror has, within four months of making the Offer, acquired or contracted
to acquire not less than nine-tenths in value of the ordinary shares of 1 pence
each ("CTR Shares") to which the Offer relates. The Offeror gives notice that it
now intends to exercise its rights under Section 429 of the Companies Act 1985
to acquire the CTR Shares held by you.
THE TERMS OF THE OFFER PROVIDE FOR THE FOLLOWING CONSIDERATION:
16 PENCE IN CASH FOR EACH CTR SHARE.
Your CTR Shares will be acquired free from all liens, charges, equitable
interests, encumbrances and together with all rights now or hereafter attaching
thereto, including the right to all dividends and other distributions (if any)
declared, made or paid on or after 29th July, 1997 (the date on which the Offer
was announced).
NOTE: BY GIVING THIS NOTICE, THE OFFEROR BECOMES BOUND AND ENTITLED TO ACQUIRE
THE CTR SHARES HELD BY YOU. YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES
ACT 1985 TO MAKE APPLICATION TO THE COURT WITHIN SIX WEEKS OF THE DATE OF THIS
NOTICE FOR AN ORDER EITHER THAT THE OFFEROR SHALL NOT BE ENTITLED AND BOUND TO
ACQUIRE YOUR CTR SHARES OR THAT DIFFERENT TERMS TO THOSE OF THE OFFER SHALL
APPLY TO THE ACQUISITION. IF YOU ARE CONTEMPLATING SUCH AN ACTION, YOU MAY WISH
TO SEEK LEGAL ADVICE.
Nigel D.T. Andrews 13th October, 1997
Director
General Electric Capital Corporation
[ON GECC HEADED NOTEPAPER]
To the non-assenting holders of ordinary shares in Central Transport Rental
Group plc ("CTR")
If you have submitted a valid and complete acceptance of the Offer in respect of
your CTR Shares, please ignore this letter and the accompanying notice
13th October, 1997
Dear shareholder,
COMPULSORY ACQUISITION OF YOUR ORDINARY SHARES IN CTR
As General Electric Capital Corporation ("GECC") has now received valid
acceptances of its offer (the "Offer") to acquire the entire issued share
capital of CTR in respect of more than 90 per cent. of the ordinary shares in
CTR ("CTR Shares") it did not already own, GECC is now entitled to acquire the
remaining CTR Shares compulsorily. You now have the following options:
Option 1 - allow your CTR Shares to be acquired compulsorily under the basic
terms of the Offer; or
Option 2 - accept the original Offer. If you do so before 21st November, 1997,
you are likely to receive your consideration earlier than you would
otherwise have done.
If you do nothing, Option 1 will apply.
OPTION 1
You will find enclosed a statutory notice formally advising you that GECC
intends to apply the provisions of sections 428 - 430F of the Companies Act 1985
(the "Act"). This sets out the terms on which GECC will acquire your remaining
CTR Shares on 24th November, 1997. If you do nothing, these shares will be
acquired under the terms of the Offer and you will be entitled to 16 pence in
cash for each CTR Share you hold on that date. Thereafter, the consideration due
to you will be held on trust by CTR in accordance with section 430 of the Act.
You can apply for your consideration to be released and sent to you by writing
to The Royal Bank of Scotland plc, Registrar's Department, New Issues Section,
PO Box 859, Consort House, East Street, Bedminster, Bristol BS99 1XZ with
satisfactory evidence of your identity and the ownership of your CTR Shares.
OPTION 2
Instead, you may still accept the Offer rather than wait for your CTR Shares to
be compulsorily acquired. If your acceptance of the Offer is received on or
before 21st November, 1997, you are likely to receive the consideration due
under the Offer sooner than would be the case if you were to wait for your CTR
Shares to be compulsorily acquired.
To accept the Offer rather than wait for your CTR Shares to be compulsorily
acquired, you should complete and return a Form of Acceptance as enclosed with
the Offer Document. If your CTR Shares are in certificated form, you should also
send your share certificate(s) and/or other document(s) of title in respect of
your CTR Shares. If your CTR Shares are not to be compulsorily acquired, the
documents must be received as soon as possible but, in any event, on or before
21st November, 1997 by The Royal Bank of Scotland plc, Registrar's Department,
New Issues Section at either of the addresses shown on the Form of Acceptance or
by The Bank of New York at either of the addresses shown on the Form of
Acceptance. If your CTR Shares are in uncertificated form, additional procedures
are necessary as set out in paragraph 15 of the letter from Lazard Brothers
contained in the Offer Document, paragraph 8 of Part B of Appendix I to the
Offer Document and in the Form of Acceptance.
If you accept the Offer, the consideration for your CTR Shares will be
despatched to you promptly following receipt of a valid and complete Form of
Acceptance, with all other necessary documents.
<PAGE>
GENERAL
When considering what action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser authorised
under the Financial Services Act 1986.
If you have any queries about any of the options contained in this letter, or
would like to be sent a further Form of Acceptance please contact The Royal Bank
of Scotland plc, New Issues Section (telephone no: 0117 937 072).
Yours sincerely,
for and on behalf of
General Electric Capital Corporation
Nigel D.T. Andrews
Director
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If you have sold or otherwise transferred all of your CTR Shares, please forward
this document at once to the purchaser or transferee or the stockbroker, bank or
other agent through whom the sale or transfer was effected for transmission to
the purchaser or transferee.
All holders of CTR Shares (including, without limitation, nominees, trustees or
custodians) who would, or otherwise intend to, forward this document and the
accompanying documents to any jurisdiction outside the United Kingdom should
read the further details in relation to overseas shareholders which are
contained in paragraph 6 of Part B of Appendix I to the Offer Document before
taking any action.
