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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 June 30, 1998
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 TRUST
A DELAWARE I.R.S. EMPLOYER IDENTIFICATION
BUSINESS TRUST No. 22-3467159
c/o AT&T Capital Corporation
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number 973-397-3000
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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.......
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CAPITA PREFERRED TRUST
STATEMENTS OF INCOME
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES - Distributions on
partnership preferred securities $4,670 $4,670 $9,340 $9,340
------ ------ ----- ------
Net income $4,670 $4,670 $9,340 $9,340
====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
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CAPITA PREFERRED TRUST
BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(unaudited)
----------- ------------
<S> <C> <C>
ASSET - Limited partnership interest
in Partnership $206,186 $206,186
-------- --------
SHAREOWNERS' EQUITY:
Trust Preferred Securities -
authorized, issued and outstanding
8,000,000 shares, $25 liquidation
value 200,000 200,000
Trust Common Securities -
$25 liquidation value 6,186 6,186
Retained Earnings 0 0
-------- --------
Total Shareowners' Equity $206,186 $206,186
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
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CAPITA PREFERRED TRUST
STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the six months
ended June 30,
1998 1997
---- ----
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 9,340 $ 9,340
--------- -------
Net Cash provided by Operating activities 9,340 9,340
---------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Payment of distributions (9,340) (9,340)
------- -------
Net Cash provided by Financing
activities (9,340) (9,340)
------- -------
Net change in cash and cash equivalents 0 0
Cash and cash equivalents at beginning
of period 0 0
------- -------
Cash and cash equivalents at end
of period $ 0 $ 0
======= =====
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
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CAPITA PREFERRED TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared by
Capita Preferred Trust (the "Trust") pursuant to the rules and regulations of
the Securities and Exchange Commission 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 Trust's Annual Report on Form 10-K
for the year ended December 31, 1997.
2. Financial information of the Partnership
Summarized financial information for Capita Preferred Funding L.P. (the
"Partnership"), accounted for by the equity method is as follows (dollars in
thousands):
<TABLE>
<CAPTION>
At: At: At:
June 30, 1998 June 30, 1997 December 31, 1997
(unaudited) (unaudited)
<S> <C> <C> <C>
Current assets $ 2,434 $2,463 $2,434
Noncurrent assets 240,146 240,146 240,146
Partners' Capital $242,580 242,609 $242,580
</TABLE>
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues $5,360 $5,360 $10,722 $10,718
Net Income $5,360 $5,360 $10,722 $10,718
</TABLE>
3. 1998 Sale of AT&T Capital
On January 12, 1998, all of AT&T Capital Corporation's (the
"Company") outstanding shares of common stock were purchased by Newcourt Credit
Group Inc., an Ontario corporation ("Newcourt") in a transaction accounted for
under the purchase method of accounting. The Company currently is an indirect
wholly-owned subsidiary of Newcourt. The Trust is a consolidated subsidiary of
the Company.
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4. Subsequent Event
On July 27, 1998, an Offer to Purchase and Consent Solicitation (the
"Offer") in connection with the 9.06% Trust Originated Preferred Securities (the
"TOPrS" or "Company-obligated preferred securities") of Capita Preferred Trust,
was announced to all of the holders of record of the TOPrS as of July 20, 1998.
AT&T Capital invited all holders of the TOPrS to tender any and all of their
TOPrS for purchase. In conjunction with the Offer the Company solicited consents
from the holders to amend the Limited Partnership Agreement and the indentures
pursuant to which three debentures (the "Debentures") have been issued by AT&T
Capital and two of its wholly-owned subsidiaries. The proposed amendments will
provide for an early redemption of the Partnership Preferred Securities and
Debentures, which in turn will cause the optional redemption of any and all
TOPrS that have not been tendered in the Offer. Following the successful
consummation of the Offer and the Consent Solicitation in accordance with their
respective terms, there will not be any TOPrS that remain outstanding.
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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 June 30, 1998 and June 30, 1997, Capita Preferred Trust (the "Trust")
received quarterly distributions (annual rate of 9.06%) from Capita Preferred
Funding L.P. (the "Partnership") of $4,670 relating to its $206,186 limited
partnership interest in the Partnership. On those same dates, holders of the
Trust securities were paid the required quarterly cash distribution of $4,670
(annual rate of 9.06%).
For the six months ended June 30, 1998 and June 30, 1997, the Trust paid cash
distributions of $9,340 and received cash distributions of $9,340 from the
Partnership.
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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:
None
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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 PREFERRED TRUST
GLENN A. VOTEK
______________
By: Glenn A. Votek
Regular Trustee
August 12, 1998
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EXHIBIT INDEX
EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
27. Financial Data Schedule
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information primarily extracted from
Capita Preferred Trust's unaudited consolidated income statement and balance
sheet as of and for the six months ended June 30, 1998 and is qualified in its
entirety by reference to such unaudited consolidated financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 0
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 206,186
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 0
<COMMON> 6,186
0
200,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 206,186
<SALES> 0
<TOTAL-REVENUES> 9,340
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 9,340
<INCOME-TAX> 0
<INCOME-CONTINUING> 9,340
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,340
<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 Trust does not prepare
a classified balance sheet.
</FN>
</TABLE>
