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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From to
Commission File Number 333-34793
CAPITA EQUIPMENT RECEIVABLES TRUST 1997-1
A NEW YORK I.R.S. EMPLOYER IDENTIFICATION
COMMON LAW TRUST No. 13-7135550
c/o AT&T Capital Corporation
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number (973) 397-3000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on
which registered
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Receivable-Backed Notes None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
State the aggregate market value of the voting stock held by non-affiliates of
registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of specified date within 60 days prior to the date of filing. Not
Applicable
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
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TABLE OF CONTENTS
PART I
Item Description Page
2. Properties 1
3. Legal Proceedings 1
4. Submission of Matters to a Vote of Security-Holders 1
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 1
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 1
PART III
12. Security Ownership of Certain Beneficial Owners and
Management 2
13. Certain Relationships and Related Transactions 2
PART IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 2
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PART I
ITEM 2. PROPERTIES
The Trust owns no physical properties.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
No matter has been submitted to a vote of the holders of the Capita
Equipment Receivables Trust 1997-1 (the "Trust") Receivable-Backed
Notes or Equity Certificate through the solicitation of proxies or
otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There is no established public trading market for the Equity
Certificate of the Trust. As of December 31, 1997, the number of
holders of record were as follows: Equity Certificate: 1. As of
December 31, 1997, no monthly distribution had been made to the holder
of the Equity Certificate.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Not Applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
a) Documents filed as a part of the report:
(3) Exhibits:
99(a) Report of Independent Public Accountants.
99(b) Management Assertion pursuant to Section 3.10 of the
Transfer and Servicing Agreement dated November 1, 1997
between Capita Equipment Receivables Trust 1997-1,
Antigua Funding Corporation, AT&T Capital Corporation
and Bankers Trust Company.
b) Current Reports on Form 8-K:
Report on Form 8-K, dated December 8, 1997, relating to the Capita
Equipment Receivables Trust 1997-1 Receivable-Backed Notes servicer
report November 1997.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CAPITA EQUIPMENT RECEIVABLES TRUST 1997-1
By: AT&T Capital Corporation, as Servicer
By: Glenn A. Votek
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Glenn A. Votek
Executive Vice President and
Treasurer
March 27, 1998
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EXHIBIT INDEX
Exhibit No.
99(a) Report of Independent Public Accountants.
99(b) Management Assertion.
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Exhibit 99(a)
Form 10-K for 1997
File No. 333-34793
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have examined management's assertion that AT&T Capital Corporation maintained
an effective system of internal controls over servicing leases and loans subject
to the Transfer and Servicing Agreement dated as of November 1, 1997 for the
Capita Equipment Receivables Trust 1997-1 (the "Servicing Agreement") for the
period from November 1, 1997 to December 31, 1997, a copy of such management's
assertions is attached hereto.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the system of internal controls over servicing,
financial reporting, testing, and evaluating the design and operating
effectiveness of the system, and such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion.
Because of inherent limitations in any system of internal controls, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the system to future periods are subject to the risk that the
system of internal controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, management's assertion that AT&T Capital Corporation maintained
an effective system of internal controls over servicing leases and loans subject
to the Servicing Agreement, for the period from November 1, 1997 to December 31,
1997, is fairly stated, in all material respects.
ARTHUR ANDERSEN LLP
New York, New York
March 11, 1998
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Exhibit 99(b)
Form 10-K for 1997
File No. 333-34793
AT&T Capital Corporation
Management Assertion
In accordance with the terms of the Transfer and Servicing Agreement
dated as of November 1, 1997 between AT&T Capital Corporation (the "Company"),
as Servicer, and in its individual capacity, Antigua Funding Corporation, the
Depositor, and The Chase Manhattan Bank, the Indenture Trustee for the Capita
Equipment Receivables Trust 1997-1 (the "Servicing Agreement"), the Company is
responsible for servicing the leases and loans that are the subject of the
Serving Agreement. For the period from November 1, 1997 through December 31,
1997, management of the Company believes that it complied with its servicing
responsibilities under the Servicing Agreement by maintaining an effective
internal control structure over the servicing of the leases and loans based on
the stated criteria set forth in the attached Attachment A.
AT&T Capital Corporation, as Servicer
By: Glenn A. Votek
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Glenn A Votek
Executive Vice President and
Treasurer
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Attachment A
AT&T Capital Corporation
Stated Lease/Loan Servicing Internal Control Criteria
I. SEGREGATION OF SERVICED PORTFOLIO
The Company segregates leases and loans between owned and managed on its systems
for the tracking and reporting of these records.
II. LEASE/LOAN PAYMENTS
Scheduled monthly lease and loan payments, prepayments and liquidation proceeds
(remittances) are applied to the respective customer account on a daily basis,
based on an established payment hierarchy.
III. ACCOUNTING
The Company maintains financial records for the serviced portfolios which are
periodically reconciled to the Company's subsidiary records.
IV. DELINQUENCIES
The Company maintains system records and reports detailing the delinquency
status by account and monitors the collection efforts for these accounts.
V. TRUSTEE DISBURSEMENTS
Remittances received by the Company are transferred to the Trustee by the
Company's Treasury Group on a daily and monthly basis in accordance with the
timeframe established within the servicing agreement.
VI. TRUSTEE ACCOUNTING AND REPORTING
The Company's Treasury Group generates a monthly servicing report which provides
the cash activity, delinquency, and defaults relating to the serviced portfolio.
Information on this report is reconciled to the records of the various servicing
entities or Treasury Group.
Stated Lease/Loan Servicing Internal Control Procedures
I. SEGREGATION OF SERVICED PORTFOLIO
The servicing entities segregate leases and loans which are owned and managed on
its systems for the tracking and reporting.
a. Transactions which have been securitized are identified with a special
code (flagged) within the servicing entity's lease accounting system to
segregate the cash activity and reporting relating to these
transactions.
b. System security has been established to restrict modifications to
securitization codes by users (accounting and operations).
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c. A monthly lease and loan count reconciliation of the securitized
contracts is performed by the Treasury Group to ensure that all
securitized transactions are accounted for.
d. Both owned and serviced portfolio subsidiary records are generated for
review and reconciliation to control totals.
e. The Company generates daily cash reports which segregate total cash
received within a given period between owned and managed.
f. The Company's system automatically modifies the status indicator on a
managed transaction from active to its new status (default, prepaid,
rebook, maturity, or ineligible) upon the appropriate change to the
lease record.
g. The Company adheres to its normal operating procedures in making any
contract changes on the system.
II. LEASE/LOAN PAYMENTS
Scheduled monthly lease and loan payments, prepayments and liquidation proceeds
(remittances) are applied to the respective customer account on a daily basis,
based on an established payment hierarchy.
a. Customers are directed to forward their remittances to the Company's
lockboxes as indicated on their respective invoices.
b. Payments received at the lockbox electronically feed to the Company's
lease accounting system on a daily basis and are posted to customer
records by the morning of the subsequent day.
c. A daily cash reconciliation is performed by the servicing entities of
the cash received at the lockboxes to ensure a complete accounting of
all cash (owned and serviced).
d. System security has been established to restrict modifications to the
system controlled payment hierarchy.
e. There is a proper segregation of duties between the personnel
responsible for the posting of payments (systems for electronic
transmissions and operations for manual adjustments) and reconciling the
cash activity to the general ledger (accounting).
f. System suspense cash accounts are utilized to monitor unapplied cash
(rejects, unidentified, and unknowns).
g. Operations personnel review the clearing of suspense cash activity to
ensure timely application of such activity.
h. A monthly cash reconciliation is performed between the accumulated daily
cash transferred to the monthly servicing data file received by the
Treasury Group.
i. Scheduled monthly lease/loan payments and prepayments received by the
Company are separately identified and remitted on a daily basis.
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j. Liquidation proceeds received by the Company are separately identified
and remitted on a daily basis.
k. The Company generates daily cash reports which segregate the total cash
received within a given period between owned and managed assets.
l. The Company flags lease contracts which go into renewal when all the
contract principal balance sold has been submitted to the Trust.
III. ACCOUNTING
The Company maintains financial records for the serviced portfolios which are
periodically reconciled to the Company's subsidiary records.
a. There is an adequate segregation of duties between the personnel
responsible for record maintenance on the lease accounting system
(operations) and reconciling lease and loan activity to the general
ledger (accounting).
b. The Company maintains an automated or manual interface between the lease
accounting system and the general ledger.
c. Periodic reconciliations between the lease accounting system and general
ledger for the owned portfolio are performed.
d. The remaining present value (using the interest rate in the deal) of the
contract principal balance compared to the remaining contract principal
balance processed by the Treasury system.
e. A monthly reconciliation is performed by the Company from its general
ledger cash activity to the Treasury Group cash records.
f. The Company's Internal Audit Group performs periodic reviews of the
servicing entity's accounting practices and control assessment on the
systems area supporting securitization.
g. Both owned and serviced portfolio subsidiary records are generated for
review and reconciled to control totals.
h. Special reports are run from the securitized portfolio to capture the
rents due for leases terminated prior to the billing cycle date. These
special reports are required as a result of a system constraint which
does not capture the last rent amount due when a lease terminates prior
to the billing cycle date.
IV. DELINQUENCIES
The servicing entity maintains system records and reports detailing the
monitoring and collection efforts for delinquent accounts.
a. Procedures exist for the periodic reviews of delinquent transactions,
generation of delinquency reports and collection efforts.
b. Account delinquency status is system calculated and generated.
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c. Corporate Credit performs periodic reviews of the delinquency reporting
and collection activity at the servicing entities.
d. Collection effort information such as phone calls, correspondence, and
follow-up activity is maintained on-line by the customer service
representatives.
e. Delinquency reporting is reviewed and approved by the servicing entity's
Credit Head as well as the Corporate Risk Management Group.
f. Customer account monitoring is system driven based on delinquency and
follow up action required. Management reviews performance levels of
customer service representatives.
g. Generation of delinquency status for the monthly servicing report are
system calculated from delinquency status codes provided by the
respective servicing entities.
h. The Treasury Group performs a system edit to monitor the change in the
delinquency status code month over month.
i. Default information is generated from the servicing entity's system and
reconciled to the default information reported in the servicer report by
The Treasury Group.
V. TRUSTEE DISBURSEMENTS
Remittances received by the Company are transferred to the Trustee by the
Company's Treasury Group on a daily and monthly basis in accordance with the
timeframe established within the Servicing Agreement.
a. The Company has written procedures for the transfer of funds to the
Trustee on a daily and monthly basis.
b. Appropriate approvals in writing are required to initiate a wire
transfer of funds to the Trustee account.
c. The wire transfer of funds to the Trustee is restricted to the Treasury
Group.
d. Wire transfer activity is recorded on a timely basis by the Treasury
Group to the on-line cash system.
e. A monthly reconciliation of cash activity is performed by the servicing
entity from its general ledger to the Treasury Group's cash system. In
addition, on-line reviews are is conducted on a periodic basis by the
Company who initiated the transfer.
f. The Company's Internal Audit Group performs periodic reviews of the
servicing entity's accounting practices.
g. Periodic bank reconciliations are performed at the servicing entities.
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h. A monthly cash reconciliation is performed between the Treasury Group's
cash records and the monthly servicing report produced by the Treasury
Group.
VI. TRUSTEE ACCOUNTING AND REPORTING
The Company's Treasury Group generates a monthly servicing report which provides
the cash activity, delinquency, and defaults relating to the serviced portfolio.
Information on this report is reconciled to the records of the respective
servicing entity or Treasury Group.
a. A monthly data extract file at a lease and loan level is transmitted
electronically from the servicing entity to the Corporate Systems Group.
System edits are performed to ensure a complete accountability of the
securitized portfolio as well as check for errors in various data
elements by performing recalculations of amounts provided by the
servicing entities.
b. Through the system edit process, reports and files are generated for the
exception reporting which is provided to the respective servicing entity
for investigation and subsequent corrections.
c. A system reconciliation at the lease level is performed between the
contract principal balance and the required payoff amount calculated by
the Treasury Group to the corresponding figures provided by the
respective servicing entity.
d. System programs are utilized for compiling and calculating of data
relating to the securitized portfolio.
e. A monthly cash reconciliation is performed between the Corporate
Treasury Group cash records and the monthly servicing report produced by
the Treasury Group.
f. Appropriate system security and back up is maintained over the Corporate
System used for securitization.
g. The Company's Internal Audit Group performed a control assessment on the
systems area supporting securitization.
h. The Treasury Group's management performs an analytical review on the
monthly servicing report.
i. The servicing entities are provided a draft of the monthly servicing
report for their review and approval before submission by the Treasury
Group to the Trustee.
