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. 10- Final Amendment)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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
738,100,720
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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)
100%
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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
- --------------------------------------------------------------------------------
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
738,100,720
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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)
100%
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10. Type of Reporting Person
CO
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This Amendment No. 10-Final Amendment ("Final Amendment") amends,
supplements and constitutes the final amendment 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).
In accordance with Instruction F to Schedule 14D-1, this Final
Amendment also shall be deemed to satisfy the reporting requirements of Section
13(d) of the Securities Exchange Act of 1934, as amended, with respect to CTR
Shares (including CTR Shares represented by CTR ADSs) acquired by GE Capital
pursuant to the Offer.
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.
Item 1(b) is hereby amended and supplemented by the addition of the
following:
(b) The Offer terminated at 10:00 p.m. (London time), 5:00 p.m. (New
York City time), on November 21, 1997.
ITEM 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Items 5(f) and (g) are hereby amended and supplemented by the addition
of the following:
(f) As soon as practicable, GE Capital intends to seek to procure the
making of an application to the London Stock Exchange for CTR Shares to be
delisted from the London Stock Exchange and the making of an application to the
NYSE for CTR ADSs to be delisted from the NYSE.
(g) As soon as practicable, GE Capital will take measures to cause the
registration of CTR Shares and CTR ADSs under the Securities Exchange Act of
1934, as amended, to be terminated.
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ITEM 6. INTERESTS IN SECURITIES IN THE SUBJECT COMPANY.
Items 6(a) and (b) are hereby amended and supplemented by the addition
of the following:
(a) GE Capital owns 738,100,720 CTR Shares (including CTR Shares
represented by CTR ADSs), which represents 100% of the outstanding CTR Shares.
As of the termination of the Offer, a total of 61,950 CTR ADSs had been tendered
pursuant to Notices of Guaranteed Delivery. Pursuant to notices posted in
accordance with the provisions of section 429(4) of the Companies Act 1985, GE
Capital compulsorily acquired on November 24, 1997 the remaining CTR Shares
(including CTR Shares representing CTR ADSs) not tendered pursuant to the Offer.
(b) The CTR Shares (including CTR Shares represented by CTR ADSs) have
been acquired by GE Capital pursuant to the Offer and the compulsory acquisition
procedure.
The information contained in GE Capital's press release dated November
24, 1997, a copy of which is filed as Exhibit (a)(27), is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
On November 24, 1997, GE Capital issued a press release which announced
the termination of the Offer, set forth the percentage of CTR Shares owned by GE
Capital, and set forth the number of CTR ADSs tendered pursuant to Notices of
Guaranteed Delivery. The information contained in GE Capital's press release, a
copy of which is filed as Exhibit (a)(27), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(27) U.S. press announcement, dated November 24, 1997.
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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: November 24, 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
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Name: R. Todd Bradley
Title: Vice President
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
(a)(27) U.S. press announcement, dated November 24, 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: Mary Horne
(203)357-4428
GENERAL ELECTRIC CAPITAL CORPORATION
("GE CAPITAL") RECOMMENDED CASH TENDER OFFER
FOR CENTRAL TRANSPORT RENTAL GROUP ("CTR")
EXPIRATION OF OFFER
STAMFORD, CONN., November 24, 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")
expired at 10:00 p.m. (London time), 5:00 p.m. (New York City time), on Friday,
November 21, 1997.
As of 10:00 p.m. (London time), 5:00 p.m. (New York City time), on
Friday, November 21, 1997, 61,950 CTR ADSs had been tendered pursuant to Notices
of Guaranteed Delivery. Pursuant to notices posted in accordance with the
provisions of section 429(4) of the Companies Act 1985, GE Capital compulsorily
acquired on November 24, 1997 the remaining CTR Shares (including CTR Shares
representing CTR ADSs) not tendered pursuant to the Offer. Pursuant to the Offer
and the compulsory acquisition, GE Capital now owns 100% of the issued and
outstanding CTR Shares.
