<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 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 333-11243
CAPITA PREFERRED FUNDING L.P.
A DELAWARE I.R.S. EMPLOYER IDENTIFICATION
LIMITED PARTNERSHIP No. 22-3467161
c/o AT&T Capital Corporation
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number 201-397-3000
__________________
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT PURSUANT TO GENERAL INSTRUCTION I(2).
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
----- -----
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial statements.
CAPITA PREFERRED FUNDING L.P.
STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(Dollars in thousands)
(Unaudited)
REVENUES-Interest Income $5,358
------
Net income $5,358
======
The accompanying notes are an integral part of these Financial Statements.
-2-
<PAGE>
<PAGE>
CAPITA PREFERRED FUNDING L.P.
BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31,
1997 December 31,
(unaudited) 1996
----------- -----------
<S> <C> <C>
ASSETS:
Debentures receivable from Affiliates $240,146 $240,146
Other assets 2,426 2,426
-------- --------
Total Assets 242,572 242,572
======== ========
PARTNERS' CAPITAL:
General Partner's Interest 36,386 36,386
Limited Partner's Interest 206,186 206,186
-------- --------
Total Partners' Capital $242,572 $242,572
======== ========
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
-3-
<PAGE>
<PAGE>
CAPITA PREFERRED FUNDING L.P.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(Dollars in thousands)
(Unaudited)
<TABLE>
<S> <C>
Cash Flow from Operating Activities:
Net Income $ 5,358
-------
Net Cash provided from Operating Activities 5,358
-------
Cash Flow from Financing Activities:
Distribution to Limited Partner (4,670)
Distribution to General Partner (688)
-------
Net Cash provided by Financing
activities (5,358)
-------
Net change in cash and cash equivalents 0
Cash and cash equivalents at beginning
of period 0
-------
Cash and cash equivalents at end
of period $ 0
=======
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
-4-
<PAGE>
<PAGE>
CAPITA PREFERRED FUNDING L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared by
Capita Preferred Funding L.P. (the "Partnership") pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") and, in the
opinion of management, reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the results of operations,
financial position and cash flows for each period shown. The results for interim
periods are not necessarily indicative of financial results for the full year.
These unaudited financial statements should be read in conjunction with the
audited Financial Statements and notes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1996.
-5-
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS. (Dollars in thousands)
Results of Operations and Changes in Cash Flows
On March 31, 1997, Capita Preferred Funding L.P. (the "Partnership") made
its scheduled quarterly cash distributions of $4,670 (annual rate of 9.06%) to
Capita Preferred Trust. On that date, the Partnership received its scheduled
debenture interest income payments (annual rate of 8.88%) from AT&T Capital
Corporation (the "Parent" or "General Partner") and two wholly-owned
subsidiaries of the Parent aggregating $5,331. During the first quarter of 1997,
the Partnership earned interest income of approximately $27 on short term
investments. The Partnership distributed the excess of the interest income over
cash distributions of $688 to the General Partner.
-6-
<PAGE>
<PAGE>
PART II
CAPITA PREFERRED TRUST
PART II - OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K.
a) Exhibits:
Exhibit Number
27 Financial Data Schedule
b) Current Reports on Form 8-K:
Report on Form 8-K, dated February 12, 1997, was filed pursuant
to Item 4 (Change in Registrant's Certifying Accountants).
-7-
<PAGE>
<PAGE>
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 PREFERRED FUNDING L.P.
By: AT&T Capital Corporation
General Partner
EDWARD M. DWYER
---------------
By: Edward M. Dwyer
Senior Vice President
and Chief Financial Officer
May 14, 1997
-8-
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBITS
Exhibit
Number Description
27. Financial Data Schedule
-9-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information primarily extracted from
AT&T Capital Corporation's unaudited consolidated income statement and balance
sheet as of and for the three months ended March 31, 1997 and is qualified in
its entirety by reference to such unaudited consolidated financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,426<F2>
<PP&E> 0
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 242,572
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 0
<COMMON> 36,386
0
206,186
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 242,572
<SALES> 0
<TOTAL-REVENUES> 5,358
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,358
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,358
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,358
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
* In accordance with Regulation S-K item 601(c) 2, inapplicable or
immaterial financial data is reflected as zero value.
<F1> - Accumulated depreciation relates to equipment under operating
leases.
<F2> - This item is not applicable since the Company does not prepare
a classified balance sheet.
</FN>
</TABLE>
