FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month(s) of: January 1998
NEWCOURT CREDIT GROUP INC.
BCE Place, 181 Bay Street
Suite 3500, P.O. Box 827
Toronto, Ontario
Canada, M5J 2T3
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F / / Form 40-F /X/
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes / / No /X/
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b)]
82-
SIGNATURES
Pursuant to the requirements 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.
Date: January 13,1998 NEWCOURT CREDIT GROUP INC.
By: John P. Stevenson
Corporate Secretary
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For immediate release
Trading Symbol: NCT Contact: John Sadler
Exchange Listings: Toronto Senior Vice President
Montreal Corporate Affairs
New York (416) 594-2400
Newcourt Credit Group may advance closing of purchase of
AT&T Capital
Toronto, Ontario, January 8, 1998 - Newcourt Credit Group today
announced that it has made significant progress on satisfying the
closing conditions contained in the Stock Purchase Agreement under which
Newcourt agreed to acquire all of the issued and outstanding common
shares of AT&T Capital Corporation. As a result, the Company confirmed
that the acquisition may close as early as January 12, 1998.
When the transaction was announced on November 17, 1997, it was
confirmed that certain conditions, including regulatory approvals, would
need to be satisfied prior to the closing of the acquisition. At the
time of the initial announcement and in the Company's final prospectus
dated November 24, 1997, Newcourt indicated that these conditions would
be satisfied in a time period that would allow the transaction to close
on or after January 30, 1998.
On December 3, 1997, Newcourt successfully completed its offering of
38.5 million Subscription Rights consisting of Fully Paid Subscription
Rights and Instalment Receipt Subscription Rights pursuant to the
Company's final prospectus dated November 24, 1997, which resulted in
total gross proceeds of C$1.77 billion. A substantial portion of the
net proceeds from this issue will be used to finance the cash portion of
the US$ 1.61 billion purchase price for all of the issued and
outstanding common shares of AT&T Capital Corporation. In addition,
Newcourt will issue on closing 17,633,857 Common Shares from treasury to
Hercules Holdings (Cayman) Limited pursuant to the Stock Purchase
Agreement.
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Pursuant to the terms of the Subscription Rights Agreement, the 38.5
million Subscription Rights (consisting of 25,890,336 Fully Paid
Subscription Rights and 12,609,664 Instalment Receipt Subscription
Rights) will be automatically exchanged for (i) 25,890,336 Common Shares
of Newcourt Credit Group as represented by the previously issued Fully
Paid Subscription Rights, and (ii) 12,609,664 Instalment Receipts as
represented by this previously issued Instalment Receipts Subscription
Rights on the closing of the purchase and sale of the AT&T Capital
shares pursuant to the Stock Purchase Agreement. Upon the acquisition
closing, the Company's registers for the Subscription Rights will
immediately be closed.
Registered holders of Fully Paid Subscription Rights as of the closing
of the acquisition should present and surrender certificates
representing Fully Paid Subscription Rights to Montreal Trust Company of
Canada at its principal office in Toronto, Montreal or Vancouver or to
The Bank of Nova Scotia Trust Company of New York at its principal
office in New York City in return for a certificate evidencing that
number of Common Shares of Newcourt Credit Group to which the registered
holder is entitled.
If any Fully Paid Subscription Rights certificates have not been so
surrendered within 15 days of the closing of the acquisition, Montreal
Trust Company of Canada will mail a certificate representing the
applicable number of Newcourt Common Shares to holders of record of
Fully Paid Subscription Rights as at the date of closing of the
acquisition to the last known address of record of the holder.
Upon closing of the AT&T Capital transaction, the Instalment Receipt
Subscription Rights will automatically convert, without further action
by holders, into Instalment Receipts. The Instalment Receipts represent
beneficial ownership of the underlying Common Shares prior to full
payment of the final instalment which is payable on or before December
3, 1998. The Instalment Receipts will be listed on the Toronto Stock
Exchange and the Montreal Exchange.
AT&T Capital is a global leader in providing equipment leasing, finance
and related services to approximately 500,000 commercial customers of
all sizes in 23 countries. The company had total owned and managed
assets of US$13.6 billion (C$19.2 billion) at September 30, 1997.
Newcourt Credit Group is one of North America's leading sources of
asset-based financing serving the corporate, commercial and
institutional markets, with owned and managed loans of more than C$10.0
billion (US$7.1 billion) at September 30, 1997, and an international
network of 42 offices.
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News Release
Trading Symbol: NCT Contact: John Sadler
Exchange Listings: Toronto Senior Vice President
Montreal Corporate Affairs
New York (416) 594-2400
Newcourt closes AT&T Capital acquisition
Integration plan set in high gear, changes made to structure, management
and Board
Toronto, Canada, January 12, 1998 - Newcourt Credit Group today
confirmed that it has closed the transaction to acquire all of the
outstanding common shares of AT&T Capital Corporation. On November 17,
1997, the two companies announced they had entered into an agreement to
combine their operations to create one of the world's largest asset
finance companies.
With corporate headquarters in Toronto, Canada, the combined company has
over C$29.2 billion (US$20.7 billion, (12.2 billion) in owned and
managed assets and more than 5,000 employees operating from 65 offices
in 24 countries. The company provides financing to more than 600,000
customers through over 300 vendor finance relationships.
"Combining the operations of Newcourt and AT&T Capital creates a global
leader in the commercial finance and corporate finance sectors serving a
blue chip client base with some of the most advanced systems available
in the industry," noted Steven K. Hudson, CEO of the combined
enterprise.
The combined company will provide asset financing services to its
clients through three operating businesses. The Commercial Finance
Business will have its headquarters in New Jersey with a major presence
in Toronto, Canada. Through its vendor focus, this business will
provide commercial finance to a large number of customers worldwide such
as Lucent Technologies and Dell Computers. Bradley D. Nullmeyer will
serve as President of the Commercial Finance Business.
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The Corporate Finance Business, with its headquarters based in Toronto,
Canada will provide structured corporate finance to a growing roster of
major international clients. This business will finance the acquisition
of capital assets such as aircraft, rolling stock and telecommunications
installations as well as infrastructure financing for the corporate and
public sectors. David D. McKerroll will serve as President of the
Corporate Finance Business.
To meet the underwriting, funding, administration and risk management
needs of the Commercial Finance and Corporate Finance operations, the
company's Services Business will be headquartered in New Jersey with
significant activities located in Toronto, Canada. The Services
Business will provide a range of corporate services from tax planning
and treasury, to financial reporting and credit. Daniel A. Jauernig
will serve as President of the Services Business in addition to being
the company's Chief Financial Officer. In carrying out his
responsibilities, Mr. Jauernig will work closely with Glen Votek, EVP -
Treasurer, and Michael DeBernardi, EVP - Credit and Risk Management.
One of the principal benefits resulting from this alliance is the
combination of Newcourt's proven origination capability with AT&T
Capital's global distribution network. This network will be engaged
immediately to provide world-wide support to several of Newcourt's major
vendor finance programs including its joint venture with Dell Computer
Corporation.
"To focus this global network on serving the needs of these major
customers, I am very pleased that David Sharpless, the chairman of Dell
Financial Services, has agreed to also take on full-time
responsibilities for the international activities of the Commercial
Finance Business," noted Mr. Hudson.
"Significant benefits, in terms of serving our customers and creating
value for our shareholders, have already been realized from the early
integration of Newcourt's powerful origination capabilities with AT&T
Capital's global reach. I am looking forward to accelerating this
process," said Mr. Sharpless.
As a result of this acquisition and the new responsibilities assumed by
Mr. Sharpless, the Board of Directors will be asked to make certain
changes. In addition to his new executive duties, Mr. Sharpless will be
appointed to the position of Deputy Chairman assisting in matters of
corporate governance. At the same time, David Banks, the current CEO of
AT&T Capital, will join the Board as its Chairman. Also joining the
Board will be Takumi Shibata, President of Nomura International plc, and
Guy Hands, Managing Director of Nomura International's Principal Finance
Group, representing Hercules Holdings.
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"I am very pleased that David Banks has agreed to take on the role of
Chairman of the combined company. His background and experience in
international finance as well as his achievements since joining AT&T
Capital in building new business relationships and initiating cost
reductions will add great value as we move forward with the integration
of the two companies," noted Mr. Hudson.
David Banks was appointed Chief Executive Officer of AT&T Capital in May
1997. Prior to this, he was a private investor involved in a number of
ventures and acted as a special advisor to Nomura International plc.
His career in international finance and marketing spans 29 years during
which time he served in various senior management positions for The
Chase Manhattan Bank, Carlyle Banks & Company, Continental Grain Company
and The General Atlantic Group.
The process of integrating the operations of Newcourt Credit Group and
AT&T Capital was initiated immediately following last November's
acquisition announcement. Since that time, the companies have been
working through key issues such as operating structures and primary
business office locations. An Integration Office, with six senior
management members, was established to lead and manage the work of 12
dedicated integration task forces comprised of more than 60 individuals
selected from amongst the employees at both companies. The full
integration of the two companies is expected to take between 12 and 18
months.
"Since the agreement with Newcourt was announced last November, both
companies have worked non-stop to put the information and resources in
place to get the integration process off to a quick and effective
start," said Mr. Banks. "The integration task forces will provide the
focus and discipline needed to drive that process and ensure that it
stays on course, on budget and on schedule."
"With the closing of this transaction the integration process moves into
high gear to begin the important work of putting the resources of these
two industry leaders together into one world-class enterprise," added
Mr. Hudson. "I am very pleased to announce that Paul Currie has joined
the company as Executive Vice President and will lead the integration
process. His appointment will ensure that the overall operations of the
combined enterprise are fully focused on serving the needs of our
customers and are cost effective." Borden Rosiak, Executive Vice
President, has joined the company's Executive Office and will work
closely with the Integration Office as well as immediately assuming
other corporate initiatives as directed by Mr. Hudson.
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"I am looking forward to this exciting challenge and to working with the
management of both companies to help create the framework for one of the
world's leading asset finance organizations," said Mr. Currie. "The
structure of this new enterprise will be designed to maximize the
tremendous resources that each company brings to the alliance, creating
a true powerhouse in the global market for commercial and corporate
asset-based financing."
Prior to joining Newcourt, Mr. Currie spent eight years with Coopers &
Lybrand as a Senior Partner in the company's Financial Advisory Services
Group. He has been involved in a large number of merger, acquisition,
divestiture and reorganization projects in a variety of sectors
including commercial banking, mutual funds, investment banking, real
estate and the public sector.
While with Coopers & Lybrand, Mr. Currie was responsible for the
creation of a unique joint venture enterprise between Royal Bank, Bank
of Montreal and Toronto Dominion Bank that combined certain operations
involving 4,000 staff at 23 sites. Other accomplishments include the
privatization of the CN Tower and leadership on the team restructuring
Olympia and York. Most recently, Mr. Currie was Chief Executive Officer
of the Privatization Secretariat for the Ontario Government.
The combination of Newcourt Credit Group and AT&T Capital creates one of
the world's leading sources of asset-based financing serving the
corporate, commercial and institutional markets with owned and managed
assets of C$29.2 billion (US$20.7 billion, (12.2 billion) at September
30, 1997, and a global distribution capability in 24 countries.
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News Release
Trading Symbol: NCT Contact: John Sadler
Exchange Listings: Toronto Senior Vice President
Montreal Corporate Affairs
New York (416) 594-2400
Newcourt to Guarantee or Support AT&T Capital Debt
Toronto, Canada, January 12, 1998 - In a separate announcement earlier
today, Newcourt Credit Group announced that it had closed the
transaction to acquire all of the outstanding common shares of AT&T
Capital Corporation. In connection with that announcement, Newcourt
also said today that it intends to either provide a guarantee for
certain classes of outstanding indebtedness for borrowed money of AT&T
Capital or enter into a support agreement with AT&T Capital for the
benefit of the holders of certain classes of outstanding indebtedness
for borrowed money of AT&T Capital.
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