UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Central Transport Rental Group plc
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(NAME OF ISSUER)
American Depositary Shares, representing Ordinary Shares
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(TITLE OF CLASS OF SECURITIES)
15556910
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(CUSIP NUMBER)
Check the following box if a fee is being paid with this
statement[x]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class.)(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section 18
of the Securities Exchange Act of 1934 ("Act") or to otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 15556910 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON - SS. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
WHIPPOORWILL ASSOCIATES, INC.
13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH REPORTING 13,326,847
PERSON WITH
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
13,326,847
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,326,847
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.42% OF ORDINARY SHARES
12 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SCHEDULE 13G
ITEM 1. NAME OF ISSUER
(a) Central Transport Rental Group plc
(b) Hampden Court,
Kingsmead Business Park, London Road
High Wycombe
Buckinghamshire, HP11-1JU
England
ITEM 2. NAME OF PERSON FILING
(a) Whippoorwill Associates, Inc.
(b) 11 Martine Avenue
White Plains, New York 10606
(c) Delaware
(d) American Depositary Shares, representing
Ordinary Shares
(e) 15556910
ITEM 3. THIS STATEMENT IS BEING FILED PURSUANT TO RULE 13(D)-
1(B) BECAUSE THE REPORTING PERSONS FILING ARE AS
FOLLOWS:
(c) [x] Investment Adviser registered under section
203 of the Investment Advisers Act of 1940
ITEM 4. OWNERSHIP
(a) Amount Beneficially owned: 13,326,847 American
Depositary Shares, representing 39,980,541
Ordinary Shares
(b) Percent of Class: 5.42% of Ordinary Shares
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: -0-
(ii) shared power to vote or to direct the vote:
13,326,847
(iii) sole power to dispose or direct the
disposition: -0-
(iv) shared power to dispose of or direct the
disposition: 13,326,847
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
Clients of Whippoorwill Associates, Inc., who
are the registered and beneficial owners of the
securities, have the right to receive or the
power to direct the receipt of dividends from,
or the proceeds from the sale of, the
securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITIES BEING
REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of and
do not have the effect of changing or influencing the
control of the issuer of such securities and were not
acquired in connection with or as a participant in
any transaction having such purposes or effect.
Signature:
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Dated: January 31, 1997
WHIPPOORWILL ASSOCIATES, INC.
By: /s/ Pamela M. Lawrence
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Name:
Title:
