<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
AT&T CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 22-3211453
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
44 Whippany Road
Morristown, New Jersey 07962
(201) 397-3000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
G. DANIEL McCARTHY,
Senior Vice President, General Counsel, Secretary and
Chief Risk Management Officer
(Agent for Service)
___________
Copies to:
SCOTT M. FREEMAN CHARLES S. WHITMAN, III
Sidley & Austin Davis Polk & Wardwell
875 Third Avenue 450 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 906-2000 (212) 450-4000
___________
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
___________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ] _____
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<PAGE> 2
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] _____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
==============================================================================
+ + Proposed + Proposed +
Title of each + + maximum + maximum +
class of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering + registration
be registered + registered (1)+ per unit(2)+ price(2) + fee
- ------------------------------------------------------------------------------
Debt Securities + + + +
and Warrants to + + + +
Purchase Debt + + + +
Securities, + + + +
Currency + + + +
Warrants, Index + + + +
Warrants and + + + +
Interest Rate + + + +
Warrants........+ $3,000,000,000 + 100% + $3,000,000,000 + $1,034,483
==============================================================================
(1) Or if (i) any debt securities are issued with original issue discount,
such greater amount as shall result in an aggregate initial offering
price of $3,000,000,000, or (ii) any securities are issued with an
initial offering price denominated in a foreign currency or foreign
currency unit, such amount as shall result in an aggregate initial
offering price equivalent to $3,000,000,000.
(2) Exclusive of accrued interest, if any. Estimated solely for the purpose
of calculating the registration fee.
___________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
==============================================================================
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-------------------------------------------
|SUBJECT TO COMPLETION, DATED JULY , 1995|
-------------------------------------------
PROSPECTUS
$3,000,000,000
LOGO
AT&T CAPITAL CORPORATION
DEBT SECURITIES, DEBT WARRANTS, CURRENCY WARRANTS,
INDEX WARRANTS, AND INTEREST RATE WARRANTS
___________
AT&T Capital Corporation ("AT&T Capital" or the "Company"), directly,
through agents designated from time to time, or through dealers or
underwriters also to be designated, may offer and sell from time to time, one
or more series of (i) debt securities (the "Debt Securities") of the Company,
(ii) warrants to purchase Debt Securities (the "Debt Warrants"), (iii)
warrants entitling the holders thereof to receive from the Company, upon
exercise, an amount in cash equal to the cash value of the right to purchase
(the "Currency Call Warrants") or to sell (the "Currency Put Warrants" and,
together with the Currency Call Warrants, the "Currency Warrants") a certain
amount of one currency or currency unit for a certain amount of a different
currency or currency unit, all as shall be designated by the Company at the
time of offering, (iv) warrants entitling the holders thereof to receive from
the Company, upon exercise, an amount in cash determined by reference to
decreases (the "Index Put Warrants") or increases (the "Index Call Warrants")
in the level of a specified index (an "Index") which may be based on one or
more U.S. or foreign stocks, bonds or other securities, one or more U.S. or
foreign interest rates, one or more currencies or currency units, or any
combination of the foregoing, or determined by reference to the differential
between any two Indices (the "Index Spread Warrants" and, together with the
Index Put Warrants and the Index Call Warrants, the "Index Warrants") or (v)
warrants entitling the holders thereof to receive from the Company, upon
exercise, an amount in cash determined by reference to decreases (the
"Interest Rate Put Warrants") or increases (the "Interest Rate Call Warrants"
and, together with the Interest Rate Put Warrants, the "Interest Rate
Warrants" and, together with the Index Warrants, the Currency Warrants and the
Debt Warrants, the "Warrants") in the yield or closing price of one or more
specified debt instruments issued either by the United States government or by
a foreign government (the "Sovereign Debt Instrument"), in the interest rate
or interest rate swap rate established from time to time by one or more
specified financial institutions (the "Rate") or in any specified combination
of Sovereign Debt Instruments and/or Rates, for an aggregate offering price of
up to $3,000,000,000, or the equivalent thereof in one or more foreign
currencies or currency units (such amount being the aggregate proceeds to the
Company from all Debt Securities, Debt Warrants, Currency Warrants, Index
Warrants and Interest Rate Warrants (collectively, the "Securities") issued
and the aggregate exercise price of any Debt Securities issuable upon the
exercise of any Debt Warrants). Securities may be offered either together or
separately and in one or more series or amounts, at prices and on terms to be
determined at the time of sale. If this Prospectus is being delivered in
connection with the offering and sale of Debt Securities, the specific
designation, aggregate principal amount, the currency or currency unit for
which the Debt Securities may be purchased and in which the principal and
interest, if any, is payable, the rate (or method of calculation) and time of
payment of interest, if any, authorized denominations, maturity, any
redemption terms, and any other terms in connection with such offering and
sale are set forth in the accompanying Prospectus Supplement (the "Prospectus
Supplement"). If this Prospectus is being delivered in connection with the
offering and sale of Warrants, the specific designation and aggregate number
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thereof, the currency or currency unit for which the Warrants may be purchased
and/or in which the cash settlement value or the exercise price, if
applicable, is payable, the method of calculation of the cash settlement
value, if applicable, the date on which such Warrants become exercisable and
the expiration date, provisions, if any, for the automatic exercise and/or
cancellation prior to the expiration date, and any other terms in connection
with such offering and sale will be set forth in the Prospectus Supplement.
The Company reserves the sole right to accept and, together with its agents
from time to time, to reject in whole or in part any proposed purchase of
Securities to be made directly or through agents. The Debt Securities and
Debt Warrants may be issued in registered or bearer form (in the case of Debt
Securities, with or without interest coupons) or both or, in the case of Debt
Securities, in uncertificated form. The Currency Warrants, Index Warrants and
Interest Rate Warrants will be issued in registered form only. In addition,
all or a portion of the Securities of a series may be issued in temporary or
permanent global form. Debt Securities in bearer form will be offered only
outside the United States to non-United States persons and to offices located
outside the United States of certain United States institutions. See
"Description of Debt Securities --Limitations on Issuance of Bearer Debt
Securities". The initial public offering price, the agent, dealer or
underwriter, if any, in connection with the offering and sale of the
Securities, a discussion of certain federal income taxation consequences to
holders of Securities and, if applicable, a discussion of certain risks
associated with an investment in Securities will be set forth in the
Prospectus Supplement.
THE SECURITIES ARE NOT GUARANTEED OR SUPPORTED IN ANY WAY BY AT&T CORP.
("AT&T").
___________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________
If an agent of the Company or a dealer or an underwriter is involved in
the sale of the Securities in respect of which this Prospectus is being
delivered, the agent's commission or dealer's or underwriter's discount is set
forth in, or may be calculated from, the Prospectus Supplement, and the net
proceeds to the Company from such sale will be the purchase price of such
Securities less such commission in the case of an agent, the purchase price of
such Securities less such discount in the case of a dealer or the public
offering price less such discount in the case of an underwriter, and less, in
each case, the other attributable issuance expenses. The aggregate proceeds to
the Company from all the Securities will be the purchase price of the
Securities sold, less the aggregate of agents' commissions and dealers' and
underwriters' discounts and other expenses of issuance and distribution. The
net proceeds to the Company from the sale of Securities offered pursuant to a
particular Prospectus Supplement are also set forth in such Prospectus
Supplement. See "Plan of Distribution" for possible indemnification
arrangements for the agents, dealers and underwriters.
___________
, 1995
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***************************************************************************
*Information contained herein is subject to completion or amendment. A *
*registration statement relating to these securities has been filed with *
*the Securities and Exchange Commission. These securities may not be sold*
*nor may offers to buy be accepted prior to the time the registration *
*statement becomes effective. This prospectus shall not constitute an *
*offer to sell or the solicitation of an offer to buy nor shall there be *
*any sale of these securities in any jurisdiction in which such offer, *
*solicitation or sale would be unlawful prior to registration or *
*qualification under the securities laws of any such jurisdiction. *
***************************************************************************
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
OR THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS AND PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY AGENT, DEALER OR UNDERWRITER. THIS PROSPECTUS AND
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN
THOSE TO WHICH THEY RELATE.
___________
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement", which term shall include all amendments, exhibits and schedules
thereto), pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), and the rules and regulations promulgated thereunder, with respect to
the Securities offered hereby. This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission, and to which reference is
hereby made.
The Company is subject to the information and reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports and other information with the
Commission. The Registration Statement, as well as such reports and other
information filed by the Company with the Commission, may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports
and other information concerning the Company are also available for inspection
at the offices of The New York Stock Exchange, Inc. (the "NYSE"), 20 Broad
Street, New York, New York 10005.
Statements made in this Prospectus concerning the provisions of any
contract, agreement or other document referred to herein are not necessarily
complete. With respect to each such statement concerning a contract, agreement
or other document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission, reference is made to such exhibit or
other filing for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference.
___________
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INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission and are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994; and
(2) The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1995.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein or in the
accompanying Prospectus Supplement modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
COPIES OF THE ABOVE DOCUMENTS MAY BE OBTAINED UPON REQUEST WITHOUT
CHARGE FROM AT&T CAPITAL CORPORATION, 44 WHIPPANY ROAD, MORRISTOWN, NJ
07962-1983 (TELEPHONE NUMBER 201-397-4444), ATTENTION OF THE TREASURY
DEPARTMENT.
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THE COMPANY
General
AT&T Capital Corporation ("AT&T Capital" or the "Company") is one of the
largest equipment leasing and finance companies in the United States based on
the aggregate value of equipment leased or financed. The Company is a
full-service, diversified equipment leasing and finance company that operates
in the United States, Canada, Europe, the Asia/Pacific Region and Mexico.
The Company leases and finances equipment manufactured and distributed
by AT&T Corp. ("AT&T"), its affiliates and numerous other companies. The
Company's customers include many of the nation's largest industrial and
service companies, as well as many small and mid-size business customers and
federal, state and local governments and their agencies.
AT&T Capital, through its various subsidiaries, leases and finances
telecommunications equipment (such as private branch exchanges telephone
systems and voice processing units), general purpose equipment, (such as
office equipment and manufacturing equipment), data center equipment
(including mainframe computers and related equipment), other data processing
equipment (such as personal computers, retail point-of-sale computers,
automatic teller machines and bank transaction processing equipment) and
transportation equipment (primarily vehicles). The Company is the largest
lessor in the United States of telecommunications equipment. The Company also
provides inventory financing for equipment dealers and distributors, Small
Business Administration ("SBA") lending, and asset management and remarketing
services. In addition, the Company offers its customers certain equipment
rental and repair services and certain other asset administration services.
AT&T Capital offers a variety of lease and other finance instruments,
including leases where the Company is the owner of the equipment for tax or
accounting purposes and leases and installment sales arrangements where the
end-user is such owner. At March 31, 1995, 11.9% of the Company's net
investment in leases and finance receivables ("portfolio assets") consisted of
leases where the Company was the owner of the equipment for both tax and
accounting purposes. The Company's portfolio assets, which aggregated
approximately $8.1 billion at March 31, 1995, are diversified across various
types of financed equipment, with telecommunications equipment comprising
approximately 24% of such portfolio assets at such date. At March 31, 1995,
approximately 6% of the Company's portfolio assets were comprised of real
estate assets (including commercial loans collateralized by real estate
generated principally through the Company's small business lending activity,
(e.g., SBA and franchise lending)) and commercial aircraft leases.
AT&T Capital's portfolio assets are diversified among a large customer
base as well as geographic regions. At March 31, 1995, the Company's 99
largest customers (after AT&T and its affiliates) accounted for approximately
20% of the Company's portfolio assets, and no single customer (with the
exception of AT&T and its affiliates) accounted for more than 1.0% of such
portfolio assets.
A substantial part of the Company's total assets, revenue and net income
are attributable to leasing and financing of AT&T equipment provided to
customers of AT&T and its affiliates. AT&T, its affiliates and employees are
also significant customers of the Company, primarily with respect to data
processing equipment and vehicles leased to them as end-users.
AT&T Capital has an experienced leadership team. Five of the senior
executive officers have been in management positions with the Company for the
last six years and, on a combined basis, have more than 90 years of experience
in the equipment leasing and finance industry.
4
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AT&T Capital has more than 2,800 employees, each of whom is referred to
within the Company as a "member". In general, the members function using a
team approach, with business conducted on a collaborative rather than
hierarchical basis. The Company believes that its members are skilled and
highly motivated and that the Company's ability to achieve its objectives
depends upon their efforts and competencies.
The Company was incorporated under the laws of Delaware in 1992 as the
successor to a business established in 1985. The Company's principal
executive offices are located at 44 Whippany Road, Morristown, New Jersey
07962, and its telephone number is (201) 397-3000.
Approximately 86% of the Company's outstanding common stock is owned by
AT&T.
USE OF PROCEEDS
The proceeds from the sale of the Securities will be applied to purchase
finance receivables from various AT&T affiliates and from unaffiliated
companies, to finance installment sale and lease agreements with respect to
direct financing programs provided to purchasers of AT&T and non-AT&T
equipment, and to repay debt of the Company and its subsidiaries. Ongoing
purchases of finance receivables and installment sale and lease agreements,
direct financing programs and any future financing arrangements will be
financed from various sources, including the issuance of commercial paper and
the sale of Securities. The amount and timing of the sales of the Securities
will depend on the timing of asset purchases, market conditions and the
availability of other funds to the Company.
The debt to be repaid with the proceeds from such sales consists
generally of medium-term notes and commercial paper. Such debt has various
maturities and bears interest at various fixed rates. At March 31, 1995, the
aggregate principal amount of the Company's outstanding medium-term notes was
approximately $4.0 billion, and the Company had approximately $1.4 billion in
principal amount of commercial paper outstanding at such date. The weighted
average interest rate of such medium-term notes and commercial paper for the
three-month period ended March 31, 1995 was approximately 6.55% and 6.16%,
respectively. The net proceeds of all the outstanding medium-term notes and
commercial paper issued or incurred by the Company within the last year to be
repaid with net proceeds from the sale of Securities have been used by the
Company as working capital for general corporate purposes or to repay
previously outstanding commercial paper or medium-term notes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to
fixed charges (1) for the Company for the years ended December 31, 1990
through 1994, and for the three months ended March 31, 1994 and 1995.
March 31, December 31,
(Unaudited) (Unaudited)
________ ___________
1995 1994 1994 1993 1992 1991 1990
____ ____ ____ ____ ____ ____ ____
1.44 1.42 1.62 1.57 1.44 1.29 1.26
___________
(1)Earnings before income taxes and cumulative effect of accounting change
plus the sum of interest on indebtedness, preferred stock dividends and the
portion of rentals representative of the interest factor divided by the sum of
interest on indebtedness, preferred stock dividends and the portion of rentals
representative of the interest factor. A portion of the Company's
indebtedness to AT&T does not bear interest.
5
<PAGE> 9 DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities are to be issued under the Indenture dated as of
July 1, 1993, as amended (the "Indenture"), between the Company and Chemical
Bank, as Trustee (the "Trustee"). A copy of the Indenture is filed as an
exhibit to the Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Indenture, including the definitions therein of certain terms. Section
references are to sections of the Indenture, and wherever particular
provisions are referred to, such provisions are incorporated by reference as
part of the statement made, and the statement is qualified in its entirety by
such reference.
The Debt Securities are not guaranteed or supported in any way by AT&T.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued thereunder and provides that the Debt Securities
may be issued from time to time in one or more series. Reference is made to
the Prospectus Supplement which accompanies this Prospectus for a description
of the Debt Securities being offered thereby including:
(1) the title of the series of the Debt Securities;
(2) the aggregate principal amount of such Debt Securities;
(3) the percentage of their principal amount at which such Debt
Securities will be sold;
(4) the date(s) on which such Debt Securities will mature, or whether
such securities are payable on demand;
(5) the rate(s) per annum at which such Debt Securities will bear
interest, if any, or the method of calculating such rate or rates of interest;
(6) the times at which such interest, if any, will be payable;
(7) the terms for redemption, early repayment or amortization, if any;
(8) the denominations in which such Debt Securities are authorized to
be issued;
(9) the coin or currency in which the Debt Securities are denominated,
which may be a composite currency such as the European Currency Unit;
(10) any provision permitting payments of the principal of or any
premium or interest on the Debt Securities in a coin or currency other than
the currency in which the Debt Securities are denominated, including a
non-U.S. dollar denominated currency;
(11) the manner in which the amount of payments of principal of and any
premium or interest on the Debt Securities is to be determined if such
determination is to be made with reference to one or more indices;
(12) whether such Debt Securities are issuable in registered form
("registered Debt Securities") or bearer form (with or without interest
coupons) ("bearer Debt Securities") or both, and whether such Debt Securities
shall be uncertificated;
(13) whether any series of Debt Securities will be represented by one
or more temporary or permanent global Debt Securities ("global Debt
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Securities") and, if so, whether any such global Debt Securities will be in
registered or bearer form, the identity of the depository for such global Debt
Security or Securities and the method of transferring beneficial interests in
such global Debt Security or Securities;
(14) if a temporary global Debt Security is to be issued with respect
to a series, the terms upon which interests in such temporary global Debt
Security may be exchanged for interests in a permanent global Debt Security or
for definitive Debt Securities of the series and the terms upon which interest
in a permanent global Debt Security, if any, may be exchanged for definitive
Debt Securities of the series;
(15) information with respect to book-entry procedures, if any;
(16) whether and under what circumstances the Company will pay
additional amounts on any Debt Securities held by a person who is not a U.S.
person in respect of taxes or similar charges withheld and, if so, whether the
Company will have the option to redeem such Debt Securities rather than pay
such additional amounts; and
(17) any other terms, including any terms which may be required by or
advisable under United States laws and regulations or advisable in connection
with the marketing of the Debt Securities of such series, which will not be
inconsistent with the provisions of the Indenture.
Debt Securities of any series may be registered Debt Securities or
bearer Debt Securities or both as specified in the terms of the series.
Additionally, Debt Securities of any series may be represented by a single
global Debt Security registered in the name of a depository's nominee and, if
so represented, beneficial interests in such global Debt Security will be
shown on, and transfers thereof will be effected only through, records
maintained by a designated depository and its participants. Debt Securities of
any series may also be uncertificated. Unless otherwise indicated in the
Prospectus Supplement, no bearer Debt Securities (including Debt Securities in
permanent global bearer form) will be offered, sold, resold or delivered to
any United States person (as defined under "Limitations on Issuance of Bearer
Debt Securities" below) in connection with their original issuance or their
exchange for a portion of a temporary or permanent global Debt Security. For
purposes of this Prospectus, "U.S. person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or of any state thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States Federal income tax purposes
regardless of its source.
Unless otherwise indicated in the Prospectus Supplement, principal and
interest, if any, will be payable at the office of one or more paying agents
as specified in the Prospectus Supplement; provided that payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears in the register of the Debt Securities.
To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest, if any, on bearer Debt
Securities will be payable only against presentation and surrender of the
coupons for the interest installments evidenced thereby as they mature at the
office of a paying agent of the Company located outside of the United States
and its possessions. The Company will maintain one or more such agents for a
period of two years after the principal of such bearer Debt Securities has
become due and payable. During any period thereafter for which it is necessary
in order to conform to United States tax laws or regulations, the Company will
maintain a paying agent outside of the United States and its possessions to
which the bearer Debt Securities and coupons related thereto may be presented
for payment and will provide the necessary funds therefor to such paying agent
7
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upon reasonable notice. No payment with respect to any bearer Debt Security
will be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States. Notwithstanding the
foregoing, payment of principal of (and premium, if any) and interest on
bearer Debt Securities denominated and payable in U.S. dollars will be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York if, and only if, payment of the full amount thereof in U.S.
dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
In connection with any sale during the "restricted period" as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations
(generally, the first 40 days after the closing date and, with respect to
unsold allotments, until sold), no bearer Debt Security shall be mailed or
otherwise delivered to any location in the United States (as defined under
"Limitations on Issuance of Bearer Debt Securities" below). A bearer Debt
Security in definitive form (including interests in a permanent global
Security) may be delivered only if the Person entitled to receive such bearer
Debt Security furnishes written certification, in the form required by the
applicable Indenture, to the effect that such Bearer Debt Security is not
owned by or on behalf of a United States person (as defined under "Limitations
on Issuance of Bearer Debt Securities" below), or, if a beneficial interest in
such Bearer Debt Security is owned by or on behalf of a United States person,
that such United States person (i) acquired and holds the bearer Debt Security
through a foreign branch of a United States financial institution, (ii) is a
foreign branch of a United States financial institution purchasing for its own
account or resale (and in either case, (i) or (ii), such financial institution
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder) or (iii) is a financial institution purchasing for
resale during the restricted period only to non-United States persons outside
the United States. See "Limitations on Issuance of Bearer Securities" below
and "Global Securities--Bearer Debt Securities".
Bearer Debt Securities and the coupons related thereto will be
transferable by delivery. Unless otherwise indicated in the Prospectus
Supplement, registered Debt Securities will be transferable at the office of
one or more transfer or paying agents as specified in the Prospectus
Supplement.
The Debt Securities will be unsecured obligations of the Company and
will rank pari passu (equal in right of payment) with all other unsecured and
unsubordinated indebtedness of the Company.
Unless otherwise indicated in the Prospectus Supplement, the Debt
Securities will be issued only in denominations that are integral multiples of
$1,000, or in the case of Debt Securities denominated in a foreign currency or
currency unit, 1,000 units of such currency or currency unit. No service
charge will be made for any transfer or exchange of such Debt Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Debt Securities may be issued as original issue discount Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount. United States federal income tax consequences and other
special considerations applicable to any such original issue discount Debt
Securities will be described in the Prospectus Supplement relating thereto.
Registered Debt Securities may be exchanged for an equal aggregate
principal amount of registered Debt Securities of the same series, date of
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maturity, interest rate and original issue date in such authorized
denominations as may be requested upon surrender of the registered Debt
Securities to a transfer agent of the Company as specified in the Prospectus
Supplement and upon fulfillment of all other requirements of such agent.
To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer Debt Securities of the same series, date of maturity,
interest rate and original issue date in such authorized denominations as may
be requested upon delivery of the bearer Debt Securities with all unpaid
coupons relating thereto to a transfer or paying agent of the Company as
specified in the Prospectus Supplement and upon fulfillment of all other
requirements of such agent. Registered Debt Securities will not be
exchangeable for bearer Debt Securities.
COVENANTS
Set forth below is a description of the principal covenants of the
Company contained in the Indenture. The Indenture does not restrict the
Company, other than as set forth below, from engaging in any highly leveraged
transaction, reorganization, restructuring, merger or similar transaction, or
from incurring additional indebtedness or causing its subsidiaries to incur
additional indebtedness, any of which transactions could have a material
adverse effect on the holders of the Debt Securities.
Consolidation, Merger, Sale or Conveyance of Assets of the
Company: Pursuant to the Indenture, the Company covenants that it will not
merge or consolidate with any other corporation or sell or convey all or
substantially all its assets to any person (other than such a sale or
conveyance to a Subsidiary (as defined below) of the Company or any successor
thereto (such a sale or conveyance being called an "Asset Drop-Down")), unless
(1) either the Company is the continuing corporation or the successor
corporation or the person which acquires by sale or conveyance substantially
all the assets of the Company (if other than the Company) is a corporation
organized under the laws of the United States of America or any state thereof
and expressly assumes the due and punctual payment of the principal of,
premium, if any, and interest, if any, on all the Debt Securities and the due
and punctual performance and observance of all the covenants and conditions of
the Indenture to be performed or observed by the Company, by supplemental
indenture in form satisfactory to the Trustee, executed and delivered to the
Trustee by such corporation, and (2) the Company or such successor
corporation, as the case may be, is not, immediately after such merger or
consolidation, or such sale or conveyance, in default in the performance of
any such covenant or condition. In the case of any such consolidation, merger,
sale or conveyance, and following such an assumption by the successor
corporation, such successor corporation will succeed to and be substituted for
the Company, with the same effect as if it had been named in the Indenture,
and, in the case of any such sale or conveyance (other than a conveyance by
way of lease), the Company will be released and discharged from all
obligations and covenants under the Indenture and the Securities. In the event
of any Asset Drop-Down after the date of the Indenture, any subsequent sale or
conveyance of assets by the Subsidiary of the Company to which assets were
transferred in such Asset Drop-Down (the "Drop-Down Subsidiary") will be
deemed to be a sale or conveyance of assets by the Company for purposes of the
covenant described in this paragraph. (Sections 5.01 and 5.02)
The term "substantially all", which appears in the foregoing covenant,
is not defined in the Indenture and a precise explanation of such term is not
feasible. The Company will interpret such term in any particular situation in
light of all then existing facts and circumstances.
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Limitations on Incurrence of Secured Debt: The Company will not, nor
will it permit any Restricted Subsidiary (as defined below) to, incur, issue,
assume or guarantee any indebtedness for money borrowed ("debt") secured by
any pledge, mortgage, security interest or lien ("lien") on any property or
assets of the Company or any Restricted Subsidiary, or on any shares of stock
or debt of any Restricted Subsidiary, without effectively providing that the
principal of, premium, if any, and interest on the Debt Securities of each
series (together with, if the Company so determines, any other debt of the
Company or such Restricted Subsidiary, which is not subordinated to the Debt
Securities of each series) shall be secured equally and ratably with (or prior
to) such debt, so long as any such debt shall be so secured, unless, after
giving effect thereto, the aggregate amount of all such secured debt of the
Company and its Restricted Subsidiaries would not exceed 10% of the
Consolidated Net Tangible Assets (as defined below) of the Company and its
Restricted Subsidiaries; provided, however, that (i) any recourse provided by
the Company or any Restricted Subsidiary in connection with any sale, transfer
or other disposition by the Company or any Restricted Subsidiary of Accounts
Receivable (as defined below) or of any Restricted Subsidiary substantially
all the assets of which are Accounts Receivable which constitutes a "sale"
under generally accepted accounting principles (as in effect at the time of
such sale, transfer or other disposition) shall not, in any event, constitute
debt and (ii) no Asset Drop-Down shall, in any event, constitute a lien; and
provided further that neither the satisfaction and discharge of any debt
pursuant to the Indenture or pursuant to any similar provision in any other
indenture or instrument governing any debt, nor the defeasance of any debt
pursuant to the Indenture or pursuant to any similar provision in any other
indenture or instrument governing any debt, shall be deemed the incurrence,
issue, assumption or guarantee of debt secured by a lien for purposes of this
provision. Notwithstanding the foregoing, this restriction does not apply to:
(1) liens on property of, or on any shares of stock or debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary; (2) liens on property, shares of stock, other equity interests, or
debt existing at the time of acquisition or repossession thereof by the
Company or any Restricted Subsidiary; (3) liens on physical property (or any
Accounts Receivable arising in connection with the lease thereof), shares of
stock, other equity interests, or debt acquired (or, in the case of physical
property, constructed) after the date of the Indenture by the Company or any
Restricted Subsidiary, which liens are created prior to, at the time of, or
within one year after such acquisition (or, in the case of physical property,
the completion of such construction or commencement of commercial operation of
such property, whichever is later) to secure any debt issued, incurred,
assumed or guaranteed prior to, at the time of, or within one year after such
acquisition (or such completion or commencement, whichever is later) or to
secure any other debt issued, incurred, assumed or guaranteed at any time
thereafter for the purpose of refinancing all or any part of such debt;
(4) liens on Accounts Receivable of the Company or any Restricted Subsidiary
arising from or in connection with transactions entered into by the Company or
such Restricted Subsidiary after the date of the Indenture or on Accounts
Receivable acquired by the Company or such Restricted Subsidiary after such
date from others, which liens are created prior to, at the time of, or within
one year after such Accounts Receivable arise or are acquired or, if later,
the completion of the delivery or installation of the equipment or goods or
the rendering of the services or the advancement or loaning of funds relating
thereto (i) as a result of any guarantee, repurchase or other contingent
(direct or indirect) or recourse obligation of the Company or such Restricted
Subsidiary in connection with the discounting, sale, assignment, transfer or
other disposition of such Accounts Receivable or any interest therein, or
(ii) to secure or provide for the payment of all or any part of the investment
of the Company or such Restricted Subsidiary in any such Accounts Receivable
(whether or not such Accounts Receivable are the Accounts Receivable on which
such liens are created) or the purchase price thereof or to secure any debt
(including without limitation Non-Recourse Debt (as defined below)) issued,
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incurred, assumed or guaranteed for the purpose of financing or refinancing
all or any part of such investment or purchase price; (5) liens in favor of
the Company or any Restricted Subsidiary; (6) liens in favor of the United
States of America or any State thereof or the District of Columbia, or any
agency, department or other instrumentality thereof, to secure progress,
advance or other payments pursuant to any contract or provision of any
statute; (7) liens securing the performance of letters of credit, bids,
tenders, sales contracts, purchase agreements, leases, surety and performance
bonds, and other similar obligations not incurred in connection with the
borrowing of money; (8) liens to secure Non-Recourse Debt in connection with
the Company or any Restricted Subsidiary engaging in any leveraged or
single-investor or other lease transactions, whether (in the case of liens on
or relating to leases or groups of leases or the particular properties subject
thereto) such liens be on the particular properties subject to any leases
involved in any of such transactions and/or the rental or other payments or
rights under such leases or, in the case of any group of related or unrelated
leases, on the properties subject to the leases comprising such group and/or
on the rental or other payments or rights under such leases, or on any direct
or indirect interest therein, and whether (in any case) (i) such liens be
created prior to, at the time of, or at any time after the entering into of
such lease transactions and/or (ii) such leases be in existence prior to, or
be entered into by the Company or such Restricted Subsidiary at the time of or
at any time after, the purchase or other acquisition by the Company or such
Restricted Subsidiary of the properties subject to such leases; and (9) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any of the foregoing; provided,
however, that any such extension, renewal or replacement shall be limited to
all or a part of the property or assets which secured the lien so extended,
renewed or replaced (plus any improvements on such property). (Section 4.03)
"Accounts Receivable" means (i) any accounts receivable (whether or not
earned by performance), chattel paper, instruments, documents, general
intangibles, trade acceptances, any other rights to receive installment,
rental or other payments for, or relating to amounts due or to become due on
account of equipment or goods sold or leased or to be sold or leased or
services rendered or to be rendered or funds advanced or loaned or to be
advanced or loaned and other rights to payment of any kind, (ii) any proceeds
of any of the foregoing and (iii) any interest in any property or asset of any
kind (whether of the obligor under such Accounts Receivable or any other
person) securing the payment of any item listed in clause (i) hereof. (Section
1.01)
"Consolidated Net Tangible Assets" means, at the date of any
determination, the total assets appearing on the consolidated balance sheet of
the Company and its Restricted Subsidiaries as at the end of the most recent
fiscal quarter of the Company for which such balance sheet is available,
prepared in accordance with generally accepted accounting principles, less (a)
all current liabilities (obligations whose liquidation is reasonably expected
to occur within twelve months), (b) investments in and advances to
Subsidiaries other than Restricted Subsidiaries or other entities accounted
for on the equity method of accounting and (c) Intangible Assets.
(Section 1.01)
"Intangible Assets" means the value (net of any applicable reserves), as
shown on or reflected in the Company's balance sheet, of: (i) all trade names,
trademarks, licenses, patents, copyrights and goodwill; (ii) organization and
development costs; (iii) deferred charges (other than prepaid items such as
insurance, taxes, interest, commissions, rents and similar items and tangible
assets being amortized); and (iv) unamortized debt discount and expense, less
unamortized premium. (Section 1.01)
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"Non-Recourse Debt" of the Company or any Restricted Subsidiary means
any indebtedness for borrowed money of the Company or such Restricted
Subsidiary, as the case may be, which is secured by any lien on, or payable
solely from the income and proceeds of, any property (including, without
limiting the generality of such term, any intangible assets), shares of stock,
other equity interests or debt of the Company or such Restricted Subsidiary,
as the case may be, and which is not a general obligation of the Company or
such Restricted Subsidiary, as the case may be. (Section 1.01)
"Restricted Subsidiary" means each Subsidiary of the Company organized
under the laws of any State of the United States or the District of Columbia,
no substantial portion of the business of which is carried on outside the
United States; provided that each Drop-Down Subsidiary will be a Restricted
Subsidiary. (Section 1.01)
"Subsidiary" means any corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company and/or
by one or more other Subsidiaries. For purposes of such definition, "voting
stock" means stock ordinarily having voting power for the election of
directors, whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency. (Section 1.01)
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture provides that, if an Event of Default specified therein in
respect of any series of Debt Securities shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
aggregate principal amount of the outstanding Debt Securities of such series
may declare the principal of all the securities of such series to be due and
payable. (Section 6.01)
Events of Default in respect of the Debt Securities of any series are
defined in the Indenture as being: default for 90 days in payment of any
interest installment when due; unless otherwise specified in the Prospectus
Supplement with respect to the Debt Securities of any series, default in
payment of principal of or premium, if any, on Debt Securities of such series
when due; default for 90 days after written notice to the Company by the
Trustee or by the holders of not less than 25% in aggregate principal amount
of the outstanding Debt Securities of such series in the performance of any
agreement in the Debt Securities or Indenture in respect of such series; and
certain events of bankruptcy, insolvency and reorganization. (Section 6.01)
The Indenture provides that the Company will, within 120 days after the
close of each fiscal year, commencing with the first fiscal year following the
issuance of any series of Debt Securities, file with the Trustee a certificate
stating whether or not the Company has complied with all conditions and
covenants on its part contained in the Indenture and, if not, specifying each
default (without regard to any grace period or requirement of notice under the
Indenture) and the nature thereof. (Section 4.04)
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default in respect of any series of Debt Securities, give to
the holders of such series notice of all defaults known to it; provided that,
except in the case of default in payment on any of the Debt Securities of such
series, the Trustee will be protected in withholding such notice if it in good
faith determines that the withholding of such notice is in the interest of the
holders of such series. The term "default" for the purpose of this provision
means any event which is, or after notice or passage of time or both would be,
an Event of Default. (Section 7.05)
The Indenture contains provisions entitling the Trustee, subject to the
duty of the Trustee during an Event of Default in respect of any series of
Debt Securities to act with the required standard of care, to refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it. (Section 7.01)
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The Indenture provides that the holders of a majority in aggregate
principal amount of the outstanding securities of any series affected (with
each series voting as a separate class) may direct the time, method and place
of conducting proceedings for remedies available to the Trustee, or
exercising any trust or power conferred on the Trustee, in respect of such
series. (Section 6.06)
In certain cases, the holders of a majority in principal amount of the
outstanding Debt Securities of a series may on behalf of the holders of all
Debt Securities of such series waive any past default or Event of Default, or
compliance with certain provisions of the Indenture, except among other things
a default in payment of the principal of, premium, if any, or interest on, any
of the Debt Securities of such series. (Sections 6.01 and 6.06)
DISCHARGE AND DEFEASANCE
Under terms satisfactory to the Trustee, the Company may discharge
certain obligations to holders of any series of Debt Securities issued under
the Indenture which have not already been delivered to the Trustee for
cancellation and which have either become due and payable or are by their
terms due and payable within one year (or scheduled for redemption within one
year) by irrevocably depositing with the Trustee as trust funds an amount in
cash sufficient to pay at maturity (or upon redemption) the principal of,
premium, if any, and interest on such Debt Securities. (Section 8.01)
In the case of any series of Debt Securities with respect to which the
exact amounts (including the currency of payment) of principal of and interest
due on such series can be determined at the time of making the deposit
referred to below (which include Debt Securities with a floating or variable
rate of interest that cannot exceed a specified or determinable maximum rate),
the Company at its option may also (i) discharge any and all of its
obligations to holders of such series of Debt Securities ("defeasance") on the
91st day after the conditions set forth below have been satisfied, but may not
thereby avoid its duty to register the transfer or exchange of such series of
Debt Securities, to replace any temporary, mutilated, destroyed, lost or
stolen Debt Securities of such series or to maintain an office or agency in
respect of such series of Debt Securities, or (ii) be released with respect to
such series of Debt Securities from the obligations imposed by the covenants
described under "Covenants" above ("covenant defeasance"). Defeasance and
covenant defeasance may be effected only if, among other things, (i) the
Company irrevocably deposits with the Trustee as trust funds (a) money in an
amount, (b) in the case of Debt Securities payable only in U.S. Dollars, U.S.
Governmental Obligations (as defined in the Indenture) which through the
payment of interest and principal in respect thereof will provide money in an
amount, or (c) a combination of (a) and (b), certified by a nationally
recognized firm of independent public accountants to be sufficient to pay each
installment of principal of and interest on all outstanding Debt Securities of
such series on the dates such installments of principal and interest are due;
and (ii) the Company delivers to the Trustee an opinion of independent counsel
to the effect that the holders of such series of Debt Securities will not
recognize income, gain or loss for United States Federal income tax purposes
as a result of such defeasance or covenant defeasance and will be subject to
United States Federal income tax on the same amount and in the same manner and
at the same time as would have been the case if such defeasance or covenant
defeasance had not occurred (which opinion may include or be based on a ruling
to that effect received from or published by the Internal Revenue Service).
(Section 8.02(a))
In addition, in the event (i) AT&T or any successor thereto shall
directly and unconditionally guarantee the payment in full, as and when the
same shall become due and payable, of the principal of, premium (if any) and
interest on the Debt Securities of any series and (ii) at least two nationally
recognized statistical rating agencies that have rated the Debt Securities of
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such series prior to such guarantee (or, if such series has not been so rated,
the Debt Securities of another series that has been so rated which is so
guaranteed substantially simultaneously with and on substantially identical
terms as such series) confirm in writing that their ratings for such Debt
Securities of such series (or for such Debt Securities of such other series,
as the case may be) in effect immediately prior to such guarantee or such
simultaneous guarantee, as the case may be, will not be downgraded as a result
of such guarantee or such simultaneous guarantee, as the case may be (and the
non-compliance by the Company with the covenants described under "Covenants"
above), then the Company shall cease to be under any obligation to comply with
any term, provision or condition of the covenants described under "Covenants"
above. (Section 8.02(b))
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in principal amount of
the outstanding Debt Securities of each series affected thereby (with such
series voting as a separate class), to execute supplemental indentures adding
any provisions to or changing or eliminating any of the provisions of the
Indenture or modifying the rights of the holders of Debt Securities of each
such series, except that no such supplemental indenture may, without the
consent of each holder affected, among other things, change the maturity of
any Debt Securities, or change the principal amount thereof, or any premium
thereon, or change the rate or change the time of payment of interest thereon,
make any Debt Security payable in money other than that stated in the Debt
Security, or reduce the aforesaid percentage of outstanding Debt Securities
required to approve any such supplemental indenture. (Section 9.02)
CONCERNING THE TRUSTEE
The Company may from time to time maintain lines of credit, and have
other customary banking relationships, with Chemical Bank, the Trustee under
the Indenture. In addition, Chemical Bank is the trustee under the Indentures
dated as of April 9, 1990, and as of June 1, 1992, each as amended, among the
Company, AT&T, AT&T Capital Holdings, Inc., a wholly-owned subsidiary of AT&T
and Chemical Bank, pursuant to which, the Company assumed and AT&T guaranteed
certain medium-term notes issued by AT&T Capital Holdings, Inc. At the date
of this Prospectus the aggregate outstanding principal amount of such
medium-term notes was approximately $.5 billion.
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES
In compliance with United States federal tax laws and regulations,
bearer Debt Securities may not be offered or sold during the restricted period
(as defined under "General" above), or delivered in definitive form in
connection with a sale during the restricted period, in the United States or
to United States persons other than to (a) the United States office of (i) an
international organization (as defined in Section 7701 (a)(18) of the Code),
(ii) a foreign central bank (as defined in Section 895 of the Code), or (iii)
any underwriter, agent, or dealer offering or selling bearer Debt Securities
during the restricted period (a "Distributor") pursuant to a written contract
with the issuer or with another Distributor, that purchases bearer Debt
Securities for resale or for its own account and agrees to comply with the
requirements of Section 165 (j)(3)(A), (B), or (C) of the Code, or (b) the
foreign branch of a United States financial institution purchasing for its own
account or for resale, which institution agrees to comply with the
requirements of Section 165 (j)(3)(A), (B), or (C) of the Code. In addition,
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a sale of a bearer Debt Security may be made during the restricted period to a
United States person who acquired and holds the bearer Debt Security on the
Certification Date through a foreign branch of a United States financial
institution that agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code. Any Distributor (including an affiliate
of a Distributor) offering or selling bearer Debt Securities during the
restricted period must agree not to offer or sell bearer Debt Securities in
the United States or to United States persons (except as discussed above) and
must employ procedures reasonably designed to ensure that its employees or
agents directly engaged in selling bearer Debt Securities are aware of these
restrictions.
Bearer Debt Securities and their interest coupons will bear the following
legend: "Any United States person who holds this obligation will be subject
to limitations under the United States income tax laws, including the
limitations provided in Section 165(j) and 1287(a) of the Internal Revenue
Code."
Purchasers of bearer Debt Securities may be affected by certain
limitations under United States tax laws. See the applicable Prospectus
Supplement for a summary of material U.S. federal income tax consequences to
United States persons investing in bearer Debt Securities.
As used herein, "United States person" means a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States and an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source, and "United States" means the United States of America
(including the States and the District of Columbia) and its possessions
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
DESCRIPTION OF THE WARRANTS
The Debt Warrants, Currency Warrants, Index Warrants and Interest Rate
Warrants are to be issued under separate warrant agreements (each a "Warrant
Agreement" and respectively a "Debt Warrant Agreement", a "Currency Warrant
Agreement", an Index Warrant Agreement" and an "Interest Rate Warrant
Agreement") to be entered into between the Company and one or more banks or
trust companies, as warrant agent (each a "Warrant Agent" and respectively a
"Debt Warrant Agent", a "Currency Warrant Agent", an "Index Warrant Agent" and
an "Interest Rate Warrant Agent"), all as shall be set forth in the Prospectus
Supplement relating to the Warrants being offered thereby. A form of each
type of Warrant Agreement, including a form of warrant certificate
representing each type of Warrant (each a "Warrant Certificate" and
respectively a "Debt Warrant Certificate", a "Currency Warrant Certificate",
an "Index Warrant Certificate" and an "Interest Rate Warrant Certificate"),
reflecting the alternative provisions that may be included in the Warrant
Agreements to be entered into with respect to particular offerings of
Warrants, are herein incorporated by reference to exhibits to the Registration
Statement of which this Prospectus is a part. The descriptions contained
herein of the Warrant Agreements and the Warrant Certificates and summaries of
certain provisions of the Warrant Agreements and the Warrant Certificates do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the applicable Warrant
Agreements and the Warrant Certificates, including the definitions therein of
certain terms not otherwise defined in this Prospectus. Wherever particular
sections of, or terms defined in, the Warrant Agreements are referred to, such
sections or defined terms are incorporated herein by reference.
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The particular terms of each issue of Warrants, as well as any
modifications or additions to the general terms of the applicable Warrant
Agreement or Warrant Certificate, will be described in the Prospectus
Supplement relating to such Warrants. Accordingly, for a description of the
terms of a particular issue of Warrants, reference must be made to the
Prospectus Supplement relating thereto and to the descriptions set forth
below.
DEBT WARRANTS
The Company may issue, together with Debt Securities, Currency Warrants,
Index Warrants or Interest Rate Warrants, or separately, Debt Warrants for the
purchase of Debt Securities. If any of the Debt Warrants are sold for foreign
currencies or foreign currency units or if any series of Debt Warrants is
exercisable in foreign currencies or foreign currency units, the restrictions,
elections, tax consequences, specific terms and other information with respect
to such issue of Debt Warrants and such currencies or currency units will be
set forth in the Prospectus Supplement relating thereto.
If so specified in the Prospectus Supplement, the Debt Warrants may, in
certain circumstances, be cancelled by the Company prior to their expiration
date and the holders thereof will be entitled to receive only the applicable
Cancellation Amount. The Cancellation Amount may be either a fixed amount or
an amount that varies during the term of the Debt Warrants in accordance with
a schedule or formula.
General
The Prospectus Supplement will describe the terms of any Debt Warrants
offered thereby, the Debt Warrant Agreement relating to such Debt Warrants and
the Debt Warrant Certificates representing such Debt Warrants, including the
following: (1) the title of such Debt Warrants; (2) the aggregate amount of
such Debt Warrants; (3) the initial offering price of such Debt Warrants; (4)
the exercise price; (5) the currency or currency unit in which the initial
offering price and/or the exercise price of such Debt Warrants is payable; (6)
whether the Debt Warrants are to be issuable in registered or bearer form or
both, and if in bearer form whether such Debt Warrants may be exchanged for
Debt Warrants in registered form and the circumstances and places for such
exchange, if permitted; (7) if applicable, the title and terms of related Debt
Securities with which such Debt Warrants are issued, the number of such Debt
Warrants issued with each such Debt Security and the date, if any, on and
after which such Debt Warrants and such Debt Securities will be separately
transferable; (8) the title, aggregate principal amount and terms of the Debt
Securities purchasable upon exercise of all such Debt Warrants; (9) the
principal amount of Debt Securities purchasable upon exercise of each Debt
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (10) the date on which the right to exercise
such Debt Warrants shall commence and the date (the "Debt Warrant Expiration
Date") on which such right shall expire; (11) any minimum number of Debt
Warrants which must be exercised at any one time, other than upon automatic
exercise; (12) the maximum number, if any, of such Debt Warrants that may,
subject to election by the Company, be exercised by all owners (or by any
person or entity) on any day; (13) any provisions for the automatic exercise
of such Debt Warrants; (14) whether and under which circumstances such Debt
Warrants may be cancelled by the Company prior to expiration; (15) any other
procedures and conditions relating to the exercise of such Debt Warrants; (16)
the identity of the Debt Warrant Agent; (17) any national securities exchange
on which such Debt Warrants will be listed; (18) provisions, if any, for
issuing such Debt Warrants in certificated form; (19) if applicable, a
discussion of certain United States federal income tax, accounting or other
special considerations applicable thereto; and (20) any other terms of the
Debt Warrants.
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Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and, if in registered form, may be
presented for registration of transfer and Debt Warrants may be exercised at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the Prospectus Supplement relating thereto (Section 3.1). Prior
to the exercise of Debt Warrants, holders of Debt Warrants will not be
entitled to payments of principal of (or premium, if any) or interest, if any,
on the Debt Securities purchasable upon such exercise, or to enforce any of
the covenants in the Indenture (Section 4.1).
Exercise Of Debt Warrants
Unless otherwise provided in the Prospectus Supplement, each Debt
Warrant will entitle the holder thereof to purchase for cash such principal
amount of Debt Securities at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Debt Warrants offered thereby (Sections 2.1). Debt Warrants
may be exercised at any time up to the close of business on the Debt Warrant
Expiration Date specified in the Prospectus Supplement relating to the Debt
Warrants offered thereby. After the close of business on the Debt Warrant
Expiration Date (or such later date to which such Debt Warrant Expiration Date
may be extended by the Company), unexercised Debt Warrants will become void
(Section 2.2).
Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants offered thereby. Upon receipt of payment and
the Debt Warrant Certificate properly completed and duly executed at the
corporate trust office of the Debt Warrant Agent or any other office indicated
in the Prospectus Supplement the Company will, as soon as practicable, forward
to the person entitled thereto the Debt Securities purchasable upon such
exercise. If fewer than all the Debt Warrants represented by such Debt
Warrant Certificate are exercised, a new Debt Warrant Certificate will be
issued for the remaining amount of Debt Warrants (Section 2.3).
Other Information
Other important information concerning Debt Warrants is set forth below
under "Certain Items Applicable to All Warrants--Modifications", "--Merger,
Consolidation, Sale or Other Dispositions" and "--Enforceability of Rights by
Beneficial Owner; Governing Law".
CURRENCY WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Index Warrants or Interest Rate Warrants, or separately, Currency Warrants (a)
in the form of Currency Put Warrants, entitling the owners thereof to receive
from the Company the Currency Warrant Cash Settlement Value (as shall be
defined in the Prospectus Supplement) of the right to sell a specified amount
of one currency (whether U.S. dollars or a foreign currency or foreign
currency unit)(a "Base Currency") for a specified amount of a different
currency (whether U.S. dollars or a foreign currency or foreign currency unit)
(a "Reference Currency"), (b) in the form of Currency Call Warrants, entitling
the owners thereof to receive from the Company the Currency Warrant Cash
Settlement Value of the right to purchase a specified amount of a Base
Currency for a specified amount of a Reference Currency, or (c) in such other
form as shall be specified in the related Prospectus Supplement. The
Prospectus Supplement for an issue of Currency Warrants will set forth the
formula pursuant to which the Currency Warrant Cash Settlement Value will be
determined, including any multipliers, if applicable.
The Prospectus Supplement will describe the terms of any Currency
Warrants offered thereby, the Currency Warrant Agreement relating to such
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Currency Warrants and the Currency Warrant Certificates representing such
Currency Warrants, including the following: (1) the title of such Currency
Warrants; (2) the aggregate amount of such Currency Warrants; (3) the initial
offering price of such Currency Warrants; (4) the exercise price, if any; (5)
the currency or currency unit in which the initial offering price, the
exercise price, if any, and the Currency Warrant Cash Settlement Value of such
Currency Warrants is payable; (6) the Base Currency and the Reference Currency
for such Currency Warrants; (7) whether such Currency Warrants shall be
Currency Put Warrants, Currency Call Warrants or otherwise; (8) the formula
for determining the Currency Warrant Cash Settlement Value, if applicable, of
each Currency Warrant; (9) whether and under what circumstances a minimum
and/or maximum expiration value is applicable upon the expiration or exercise
of such Currency Warrants; (10) the effect or effects, if any, of the
occurrence of a Market Disruption Event or Force Majeure Event (each as
defined in the Currency Warrant Agreement); (11) the date on which the right
to exercise such Currency Warrants shall commence and the date (the "Currency
Warrant Expiration Date") on which such right shall expire; (12) any minimum
number (or maximum number) of Currency Warrants which must be exercised at any
one time, other than upon automatic exercise; (13) the maximum number, if any,
of such Currency Warrants that may, subject to election by the Company, be
exercised by all owners (or by any person or entity) on any day; (14) any
provisions for the automatic exercise of such Currency Warrants other than at
expiration; (15) whether and under what circumstances such Currency Warrants
may be cancelled by the Company prior to their expiration date; (16) any
provisions permitting a Holder to condition any notice of exercise on the
absence of certain specified changes in the Spot Rate (as defined in the
Currency Warrant Agreement); (17) any other procedures and conditions relating
to the exercise of such Currency Warrants; (18) the identity of the Currency
Warrant Agent; (19) any national securities exchange on which such Currency
Warrants will be listed; (20) provisions, if any, for issuing such Currency
Warrants in certificated form; (21) if such Currency Warrants are not issued
in book-entry form, the place or places at which payments in respect of such
Currency Warrants are to be made by the Company; (22) if applicable, a
discussion of certain United States federal income tax, accounting or other
special considerations applicable thereto; and (23) any other terms of such
Currency Warrants.
Other important information concerning Currency Warrants is set forth
below under "Certain Items Applicable to All Warrants--Modifications",
"--Merger, Consolidation, Sale or Other Dispositions" and "--Enforceability of
Rights by Beneficial Owner; Governing Law" and "Certain Items Applicable to
Currency Warrants, Index Warrants and Interest Rate Warrants--Exercise of
Warrants",--Market Disruption and Force Majeure Events", "--Settlement
Currency" and "--Listing".
INDEX WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Interest Rate Warrants, or separately, Index Warrants (a)
in the form of Index Put Warrants, entitling the owners thereof to receive
from the Company the Index Cash Settlement Value (as shall be defined in the
Prospectus Supplement) in cash, which amount will be determined by reference
to the amount, if any, by which the Fixed Amount (as shall be defined in the
Prospectus Supplement) at the time of exercise exceeds the Index Value (as
shall be defined in the Prospectus Supplement), (b) in the form of Index Call
Warrants, entitling the owners thereof to receive from the Company the Index
Cash Settlement Value in cash, which amount will be determined by reference to
the amount, if any, by which the Index Value at the time of exercise exceeds
the Fixed Amount, (c) in the form of Index Spread Warrants, entitling the
owners thereof to receive from the Company the Index Cash Settlement Value in
cash, which amount will be determined by reference to the amount, if any, by
which the Reference Index Value (as shall be defined in the Prospectus
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Supplement) at the time of exercise exceeds the Base Index Value (as shall be
defined in the Prospectus Supplement) or (d) in such other form as shall be
specified in the related Prospectus Supplement. The Prospectus Supplement for
an issue of Index Warrants will set forth the formula pursuant to which the .
Index Cash Settlement Value will be determined, including any multipliers, if
applicable
The Prospectus Supplement will describe the terms of Index Warrants
offered thereby, the Index Warrant Agreement relating to such Index Warrants
and the Index Warrant Certificate representing such Index Warrants, including
the following (1) the title of such Index Warrants; (2) the aggregate amount
of such Index Warrants; (3) the initial offering price of such Index Warrants;
(4) the exercise price, if any; (5) the currency or currency unit in which the
initial offering price, the exercise price, if any, and the Index Cash
Settlement Value of the Index Warrants is payable; (6) the Index or Indices
for such Index Warrants, which may be based on one or more U.S. or foreign
stocks, bonds, or other securities, one or more U.S. or foreign interest
rates, one or more currencies or currency units, or any combination of the
foregoing, and may be a preexisting U.S. or foreign index compiled and
published by a third party or an index based on one or more securities,
interest rates or currencies selected by the Company solely in connection with
the issuance of such Index Warrants, and certain information regarding such
Index or Indices and the underlying securities, interest rates or currencies
or currency units (including, to the extent possible, the policies of the
publisher of the Index with respect to additions, deletions and substitutions
of such securities, interests rates or currencies or currency units); (7)
whether such Index Warrants shall be Index Put Warrants, Index Call Warrants,
Index Spread Warrants or otherwise; (8) the method of providing for a
substitute Index or Indices or otherwise determining the amount payable in
connection with the exercise of such Index Warrants if any Index changes or
ceases to be made available by its publisher, which determination will be made
by an independent expert; (9) the formula for determining the Index Cash
Settlement Value, if applicable, of each Index Warrant; (10) whether and under
what circumstances a minimum and/or maximum expiration value is applicable
upon the expiration or exercise of such Index Warrants; (11) the effect or
effects, if any, of the occurrence of a Market Disruption Event or Force
Majeure event (each as defined in the Index Warrant Agreement); (12) the date
on which the right to exercise such Index Warrants shall commence and the date
(the "Index Warrant Expiration Date") on which such right shall expire; (13)
any minimum number of Index Warrants which must be exercised at any one time,
other than upon automatic exercise; (14) the maximum number if any, of such
Index Warrants that may, subject to election by the Company, be exercised by
all owners (or by any person or entity) on any day; (15) any provisions for
the automatic exercise of such Index Warrants other than at expiration; (16)
whether and under what circumstances such Index Warrants may be cancelled by
the Company prior to their expiration date; (17) any provisions permitting a
Holder to condition any notice of exercise on the absence of certain specified
changes in the Index Value, the Base Index Value or the Referenced Index Value
after the date of exercise; (18) any other procedures and conditions relating
to the exercise of such Index Warrants; (19) the identity of the Index Warrant
Agent; (20) any national securities exchange on which such Index Warrants will
be listed; (21) provisions, if any, for issuing such Index Warrants in
certificated form; (22) if such Index Warrants are not issued in book-entry
form, the place or places at which payments in respect of such Index Warrants
are to be made by the Company; (23) if applicable, a discussion of certain
United States federal income tax, accounting or other special considerations
applicable thereto; and (24) any other terms of such Index Warrants.
Other important information concerning Index Warrants is set forth below
under "Certain Items Applicable to All Warrants--Modifications", "--Merger,
Consolidation, Sale or Other Disposition" and "--Enforceability of Rights by
Beneficial Owner; Governing Law" and "Certain Items Applicable to Currency
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Warrants, Index Warrants and Interest Rate Warrants--Exercise of Warrants",
"--Market Disruption and Force Majeure Events", "--Settlement Currency" and
"--Listing".
INTEREST RATE WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Index Warrants or, separately, Interest Rate Warrants (a)
in the form of Interest Rate Put Warrants, entitling the owners thereof to
receive from the Company the Interest Rate Cash Settlement Value (as shall be
defined in the Prospectus Supplement) in cash, which amount will be determined
by reference to the amount, if any, by which the Spot Amount (as shall be
defined in the Prospectus Supplement) is less than the Strike Amount (as shall
be defined in the Prospectus Supplement) on the applicable valuation date
following exercise, (b) in the form of Interest Rate Call Warrants, entitling
the owners thereof to receive from the Company the Interest Rate Cash
Settlement Value in cash, which amount will be determined by reference to the
amount, if any, by which the Spot Amount on the applicable valuation date
following exercise exceeds the Strike Amount or (c) in such other form as
shall be specified in the related Prospectus Supplement. The Prospectus
Supplement for an issue of Interest Rate Warrants will set forth the formula
pursuant to which the Interest Rate Cash Settlement Value will be determined,
including any multipliers, if applicable. The Strike Amount may either be a
fixed yield, price or rate of a Sovereign Debt Instrument, a Rate or any
combination of Sovereign Debt Instruments and/or Rates or a yield, price or
rate that varies during the term of the Interest Rate Warrants in accordance
with a schedule or formula. The Sovereign Debt Instrument will be one or more
instruments specified in the applicable Prospectus Supplement issued either by
the United States government or by a foreign government. The Rate will be one
or more interest rates or interest rate swap rates established from time to
time by one or more financial institutions specified in the applicable
Prospectus Supplement.
The Prospectus Supplement will describe the terms of Interest Rate
Warrants offered thereby, the Interest Rate Warrant Agreement relating to such
Interest Rate Warrants and the Interest Rate Warrant Certificate representing
such Interest Rate Warrants, including the following: (1) the title of such
Interest Rate Warrants; (2) the aggregate amount of such Interest Rate
Warrants; (3) the initial offering price of such Interest Rate Warrants; (4)
the exercise price, if any; (5) the currency or currency unit in which the
initial offering price, the exercise price, if any, and the Interest Rate Cash
Settlement Value of such Interest Rate Warrants is payable; (6) the Sovereign
Debt Instrument (which may be one or more debt instruments issued either by
the United States government or by a foreign government), the Rate (which may
be one or more interest rates or interest rate swap rates established from
time to time by one or more specified financial institutions) or the other
yield, price or rate utilized for such Interest Rate Warrants, and certain
information regarding such Sovereign Debt Instrument, Rate or such other
yield, price or rate; (7) whether such Interest Rate Warrants shall be
Interest Rate Put Warrants, Interest Rate Call Warrants or otherwise; (8) the
Strike Amount, the method of determining the Spot Amount and the method of
expressing movements in the yield or closing price of the Sovereign Debt
Instrument or in the level of the Rate or such other yield, price or rate as a
cash amount in the currency in which the Interest Rate Cash Settlement Value
of such Warrants is payable; (9) the formula for determining the Interest Rate
Cash Settlement Value, if applicable, of each Interest Rate Warrant; (10)
whether and under what circumstances a minimum and/or maximum expiration value
is applicable upon the expiration or exercise of such Interest Rate Warrants;
(11) the effect or effects, if any, of the occurrence of a Market Disruption
Event or Force Majeure Event (each as defined in the Interest Rate Warrant
Agreement); (12) the date on which the right to exercise such Interest Rate
Warrants shall commence and the date (the "Interest Rate Warrant Expiration
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Date") on which such right shall expire; (13) any minimum number of Interest
Rate Warrants which must be exercised at any one time, other than upon
automatic exercise; (14) the maximum number, if any, of such Interest Rate
Warrants that may, subject to elections by the Company, be exercised by all
owners (or by any person or entity) on any day; (15) any
provisions for the automatic exercise of such Interest Rate Warrants other
than at expiration; (16) whether and under what circumstances such Interest
Rate Warrants may be cancelled by the Company prior to their expiration date;
(17) any provisions permitting a Holder to condition any notice of exercise on
the absence of certain specified changes in the Spot Amount after the date of
exercise; (18) any other procedures and conditions relating to the exercise of
such Interest Rate Warrants; (19) the identity of the Interest Rate Warrant
Agent; (20) any national securities exchange on which such Interest Rate
Warrants will be listed; (21) provisions, if any, for issuing such Interest
Rate Warrants in certificated form; (22) if such Interest Rate Warrants are
not issued in book-entry form, the place or places at which payments in
respect of such Interest Rate Warrants are to be made by the Company; (23) if
applicable, a discussion of certain United States federal income tax,
accounting or other special considerations applicable thereto; and; (24) any
other terms of such Interest Rate Warrants.
Other important information concerning Interest Rate Warrants is set
forth below under "Certain Items Applicable to All Warrants--Modifications",
"--Merger, Consolidation, Sale or Other Disposition" and "--Enforceability of
Rights by Beneficial Owner; Governing Law" and "Certain Items Applicable to
Currency Warrants, Index Warrants and Interest Rate Warrants--Exercise of
Warrants", "--Market Disruption and Force Majeure Events", "--Settlement
Currency" and "--Listing".
CERTAIN ITEMS APPLICABLE TO ALL WARRANTS
Modifications
Each Warrant Agreement and the terms of each issue of Warrants may be
amended by the Company and the applicable Warrant Agent, without the consent
of the beneficial owners or the registered holders, for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained therein, or in any other manner which the
Company may deem necessary or desirable and which will not materially
adversely affect the interests of the beneficial owners of the then
outstanding unexercised Warrants (Section 6.1).
The Company and the applicable Warrant Agent may also modify or amend
the applicable Warrant Agreement and the terms of the related Warrants, with
the consent of the beneficial owners of not less than a majority in number of
the then outstanding unexercised Warrants affected, provided that no such
modification or amendment that reduces the amount receivable upon exercise,
shortens the period of time during which the Warrants may be exercised,
increases the minimum or decreases the maximum number of Warrants that may be
exercised by or on behalf of any one beneficial owner at any one time, changes
the formula for determining the Cash Settlement Value or otherwise materially
and adversely affects the exercise rights of the owners or reduces the number
of outstanding Warrants the consent of whose beneficial owners is required for
modification or amendment of the applicable Warrant Agreement or the terms of
the Warrants may be made without the consent of each beneficial owner affected
thereby (Section 6.1).
Merger, Consolidation, Sale or Other Disposition
The Company will covenant in the Warrant Agreements that it will
not merge or consolidate with any other corporation or sell or convey all or
substantially all its assets to any person (other than an Asset Drop-Down (as
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defined under "Description of the Debt Securities--Covenants--Consolidation,
Merger, Sale or Conveyance of Assets of the Company")), unless (i) either the
Company is the continuing corporation or the successor corporation or the
person which acquires by sale or conveyance substantially all the assets of
the Company (if other than the Company) is a corporation organized under the
laws of the United States of America or any state thereof and expressly
assumes the due and punctual performance and observance of all the covenants
and conditions of each Warrant Agreement to be performed or observed by the
Company, by amendment to the Warrant Agreements satisfactory to the respective
Warrant Agents, executed and delivered to the Warrant Agents by such
corporation, and (ii) the Company or such successor corporation, as the case
may be, is not, immediately after such merger or consolidation, or such sale
or conveyance, in default in the performance of any such covenant or
condition. In the case of any such consolidation, merger, sale or conveyance,
and following such an assumption by the successor corporation, such successor
corporation will succeed to and be substituted for the Company, with the same
effect as if it had been named in the Warrant Agreements, and, in the case of
any such sale or conveyance, the Company will be released and discharged from
all obligations and covenants under the Warrant Agreements and the Warrants.
In the event of any Asset Drop-Down after the date of any Warrant Agreement,
any subsequent sale or conveyance of assets by the Drop-Down Subsidiary will
be deemed to be a sale or conveyance of assets by the Company for purposes of
the covenant described in this paragraph. The term "substantially all", which
appears in the foregoing covenant, is not defined in the Warrant Agreements
and a precise explanation of such term is not feasible. The Company will
interpret such term in any particular situation in light of all then existing
facts and circumstances.
Enforceability of Rights by Beneficial Owner; Governing Law
Each Warrant Agent will act solely as an agent of the Company in
connection with the issuance and exercise of the applicable Warrants and will
not assume any obligation or relationship of agency or trust for or with any
owner of a beneficial interest in any Warrant or with the registered holder
thereof (Sections 5.2). A Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants or
agreements under the applicable Warrant Agreement or Warrant Certificate
including, without limitation, any duty or responsibility to initiate any
proceedings at law or otherwise or except as provided in the applicable Debt
Warrant Agreement, to make any demand upon the Company (Section 5.2).
Beneficial owners may, without the consent of the applicable Warrant Agent,
enforce by appropriate legal action, on their own behalf, their right to
exercise their Warrants, to receive Debt Securities, in the case of Debt
Warrants, and to receive payment, if any, for their Warrants, in the case of
Currency Warrants, Index Warrants or Interest Rate Warrants (Section 3.3 of
the Debt Warrant Agreement and Section 3.1 of each other Warrant Agreement).
Except as may otherwise be provided in the Prospectus Supplement
relating thereto, each issue of Warrants and the applicable Warrant Agreement
will be governed by and construed in accordance with the law of the State of
New York (Section 6.7 of the Debt Warrant Agreement and Section 6.5 of each
other Warrant Agreement).
CERTAIN ITEMS APPLICABLE TO CURRENCY WARRANTS, INDEX WARRANTS AND INTEREST
RATE WARRANTS
Exercise of Warrants
Except as may otherwise be provided in the applicable Prospectus
Supplement relating thereto, (a) each Currency Warrant, Index Warrant and
Interest Rate Warrant will entitle the owner, upon payment of the exercise
price, if any, to the applicable Cash Settlement Value of such Warrant, on the
applicable Exercise Date, in each case as such terms will further be defined
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in the applicable Prospectus Supplement relating thereto (Sections 1.1 and
2.2) and (b) if not exercised prior to 1:30 p.m., New York City time, on the
Business Day preceding the applicable Warrant Expiration Date, the Warrants
will be deemed automatically exercised on such Warrant Expiration Date
(Section 2.3). As described below, Currency Warrants, Index Warrants and
Interest Rate Warrants may also be deemed to be automatically exercised if
they are delisted. Procedures for exercise of the Currency Warrants, Index
Warrants and Interest Rate Warrants will be set forth in the applicable
Prospectus Supplement.
Market Disruption and Force Majeure Events
If so specified in the applicable Prospectus Supplement, following the
occurrence of a Market Disruption Event or Force Majeure Event (as each term
shall be defined therein), the Cash Settlement Value of a Currency Warrant, an
Index Warrant or an Interest Rate Warrant may be determined on a different
basis than under normal exercise of a Warrant or the determination of the
applicable Cash Settlement Value. In addition, if so specified in the
applicable Prospectus Supplement, Currency Warrants, Index Warrants and
Interest Rate Warrants may, in certain circumstances, be cancelled by the
Company prior to the expiration date and the holders thereof will be entitled
to receive only the applicable Cancellation Amount. The Cancellation Amount
may be either a fixed amount or an amount that varies during the term of the
Warrants in accordance with a schedule or formula.
Settlement Currency
Currency Warrants, Index Warrants and Interest Rate Warrants will be
settled only in U.S. dollars (unless settlement in a foreign currency is
specified in the applicable Prospectus Supplement and is permissible under
securities exchange rules approved by the Commission) and accordingly will not
require or entitle an owner to sell, deliver, purchase, or take delivery of
the currency, security or other instrument underlying such Warrants. If any of
the Currency Warrants, Index Warrants or Interest Rate Warrants are sold for,
or if the exercise price, if any, is payable in, foreign currencies or foreign
currency units or if the amount payable by the Company in respect of any
series of Currency Warrants, Index Warrants or Interest Rate Warrants is
payable in foreign currencies or foreign currency units, the restrictions,
elections, tax consequences, specific terms and other information with respect
to such issue of Warrants and such currencies or currency units will be set
forth in the Prospectus Supplement relating thereto.
Listing
Unless otherwise provided in the Prospectus Supplement, each issue of
Currency Warrants, Index Warrants and Interest Warrants will be listed on a
national securities exchange, as specified in the applicable Prospectus
Supplement, subject only to official notice of issuance, as a pre-condition to
the sale of any such Warrants. It may be necessary in certain circumstances
for such national securities exchange to obtain the approval of the Commission
in connection with any such listing. In the event that such Warrants are
delisted from, or permanently suspended from trading on, such exchange, and at
or prior to such delisting or suspension, such Warrants shall not have been
listed on another national securities exchange, any such Warrants not
previously exercised will be deemed automatically exercised on the date such
delisting or permanent trading suspension becomes effective (Sections 2.3).
The applicable Cash Settlement Value to be paid in such event will be as set
forth in the applicable Prospectus Supplement. The Company will notify
holders of such Warrants as soon as practicable of such delisting or permanent
trading suspension. The applicable Warrant Agreement will contain a covenant
of the Company not to seek delisting of such Warrants from or permanent
suspension of their trading on, such exchange (Section 2.4 of the Currency
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Warrant Agreement and the Interest Rate Warrant Agreement and Section 2.5 of
the Index Warrant Agreement).
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part in the form
of one or more global Securities that will be deposited with or on behalf of a
depository (a "Depository") identified in the Prospectus Supplement relating
to such series. Global Securities representing Debt Securities or Debt
Warrants may be issued in either registered or bearer form. Global Securities
representing Currency Warrants, Index Warrants or Interest Rate Warrants will
be issued in registered form only. Global Securities may be issued in either
temporary or permanent form.
The specific terms of the depository arrangement with respect to any
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
apply to all depository arrangements.
Unless otherwise specified in the Prospectus Supplement, Securities
which are to be represented by a global Security in registered form to be
deposited with or on behalf of a Depository will be registered in the name of
such Depository or its nominee. Upon the issuance of a global Security in
registered form, the Depository for such global Security will credit the
respective principal amounts, in the case of Debt Securities, and
the respective number of warrants, in the case of Warrants represented by such
global Security to the accounts of institutions that have accounts with such
Depository or its nominee ("participants"). The accounts to be credited shall
be designated by the underwriters or agents of such Securities or by the
Company, if such Securities are offered and sold directly by the Company.
Ownership of beneficial interests in such global Securities will be limited to
participants or persons that may hold interests through participants.
Ownership of beneficial interests by participants in such global Securities
will be shown on, and the transfer of that ownership interest will be effected
only through, records maintained by the Depository or its nominee for such
global Security. Ownership of beneficial interests in global Securities by
persons that hold through participants will be shown on, and the transfer of
that ownership interest within such participant will be effected only through,
records maintained by such participant.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests
in a global Security.
So long as the Depository for a global Security in registered form, or
its nominee, is the registered owner of such global Security, such Depository
or such nominee, as the case may be, will be considered the sole owner or
holder of the Securities represented by such global Security for all purposes
under the Indenture, in the case of Debt Securities, or under the applicable
Warrant Agreement, in the case of Warrants, governing such Securities. Except
as set forth below or as the Company may otherwise agree in its sole
discretion, owners of beneficial interests in such global Security will not be
entitled to have Securities of the series represented by such global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Securities of such series in definitive form and will not be
considered the owners or holders thereof under the Indenture, in the case of
Debt Securities, or under the applicable Warrant Agreement, in the case of
Warrants.
Payments in respect of Securities registered in the name of or held by a
Depository or its nominee will be made to the Depository or its nominee, as
the case may be, as the registered owner or the holder of the global Security.
None of the Company, the Trustee or applicable Warrant Agent, any Paying Agent
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or any Security Registrar (the "Security Registrar") for such Securities will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in a global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interest.
The Company expects that the Depository for a permanent global Security
in registered form, upon receipt of any payment in respect of a permanent
global Security, will credit immediately participants' accounts with payments
in amounts proportionate to their respective beneficial interests in such
global Security as shown on the records of such Depository. The Company also
expects that payments by participants to owners of beneficial interests in
such global Security held through such participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such participants.
A global Security in registered form may not be transferred except as a
whole by the Depository for such global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor of such Depository or nominee or a nominee of such successor. If a
Depository for a permanent global Security in registered form is at any time
unwilling or unable to continue as Depository and a successor Depository is
not appointed by the Company within 90 days, the Company will issue Securities
in definitive registered form in exchange for the global Security representing
such Securities. In addition, the Company may at any time and in its sole
discretion determine not to have any Securities of a series in registered form
represented by one or more global Securities and, in such event, will issue
Securities of such series in definitive form in exchange for all the global
Securities representing such Series. Further, if the Company so specifies
with respect to the Securities of a series or otherwise consents in its sole
discretion, an owner of a beneficial interest in a global Security
representing Securities of such series may, on terms acceptable to the Company
and the Depository for such global Security, receive Securities of such series
in definitive form. In any such instance, an owner of a beneficial interest
in a global Security will be entitled to physical delivery in definitive form
of Securities of the series represented by such global Security equal in
principal amount, in the case of Debt Securities, or number, in the case of
Warrants, to such beneficial interest and to have such Securities registered
in its name (if the Securities of such series are issuable as registered
securities). Unless otherwise specified by the Company, Securities of such
series so issued in definitive form will be issued either as registered or
bearer securities (if the Securities of such series are issuable in such form)
and in authorized denominations, in the case of Debt Securities, or in
authorized numbers, in the case of Warrants, as specified in the applicable
Prospectus Supplement. See, however, "Description of the Debt Securities--
Limitations on Issuance of Bearer Debt Securities" for a description of
certain restrictions on the issuance of a bearer Debt Security in definitive
form in exchange for an interest in a global Security.
BEARER DEBT SECURITIES
If so specified in the Prospectus Supplement, pending the availability
of a permanent global Security, all or any portion of the Debt Securities of a
series which may be issuable as bearer Debt Securities will initially be
represented by one or more temporary global Securities, without interest
coupons, to be deposited with a common depository in London for Morgan
Guaranty Trust Company of New York, Brussels Office, as operator of the
Euro-clear System ("Euro-clear") and Cedel Bank, societe anonyme ("Cedel") for
credit to the designated accounts. The interests of the beneficial owner or
owners in such a temporary global Security in bearer form will be exchangeable
25
<PAGE>
<PAGE> 29
for definitive bearer Debt Securities (including
interests in a permanent global Security in bearer form), representing Debt
Securities having the same interest rate and stated maturity, but only upon
written certification in the form and to the effect described under
"Description of Debt Securities-General" unless such certification has been
provided on an earlier interest payment date. The beneficial owner of a Debt
Security represented by a temporary global Security in bearer form or a
permanent global Security in bearer form may, on or after the applicable
exchange date and upon 30 days' notice to the Trustee given through Euro-clear
or Cedel, exchange its interest for definitive bearer Debt Securities or, if
specified in the Prospectus Supplement, definitive registered Debt Securities
of any authorized denomination. No bearer Debt Security delivered in exchange
for a temporary global Security or a permanent global Security shall be mailed
or otherwise delivered to any location in the United States in connection with
such exchange.
Unless otherwise specified in the Prospectus Supplement, interest in
respect of any portion of such a temporary global Security in bearer form
payable in respect of an Interest Payment Date occurring prior to the issuance
of a permanent global Security in bearer form will be paid to each of
Euro-clear and Cedel with respect to the portion of the temporary global
Security in bearer form held for its account. Each of Euro-clear and Cedel
will undertake in such circumstances to credit such interest received by it in
respect of a temporary global Security in bearer form to the respective
accounts for which it holds such temporary global Security in bearer form as
of the relevant Interest Payment Date, but only upon receipt in each case of
written certification, in the form and to the effect described under
"Description of Debt Securities--General".
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
A summary of the material United States federal income tax consequences
to persons investing in Securities will be set forth in the Prospectus
Supplement. This summary in the Prospectus Supplement will be presented for
information purposes only, however, and will not be intended as legal or tax
advice to prospective purchasers. Prospective purchasers of Securities are
urged to consult their own tax advisors prior to any acquisition of
Securities.
PLAN OF DISTRIBUTION
The Company may sell any of the Securities in four ways: (i) directly to
purchasers, (ii) through agents, (iii) through dealers or (iv) through
underwriters. Any or all of the foregoing may be customers of, engage in other
transactions with or perform other services for the Company in the ordinary
course of business.
Offers to purchase the Securities may be solicited directly by the
Company or by agents designated by the Company from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in the
Securities Act, involved in the offer or sale of the Securities in respect of
which this Prospectus is delivered will be named, and any commissions payable
by the Company to such agent set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment. Agents may
be entitled under agreements, which may be entered into with the Company, to
indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act.
If a dealer is utilized in the sale of the Securities in respect of
which this Prospectus is delivered, the Company will sell such Securities to
the dealer, as principal. The dealer may then resell such Securities to the
26
<PAGE>
<PAGE> 30
public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act.
If the sale is accomplished through an underwriter or underwriters, the
Company will enter into an underwriting agreement with such underwriters at
the time of sale to them, and the names of the underwriters and the terms of
the transaction will be set forth in the Prospectus Supplement, which,
together with this Prospectus, will be used by the underwriters to make
resales of the Securities in respect of which the Prospectus Supplement and
this Prospectus is delivered to the public. The underwriters may be entitled,
under the relevant underwriting agreement, to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on a specified future date. Institutions
with which Contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, educational and charitable
institutions, and other institutions, but shall in all cases be subject to the
approval of the Company. Except as otherwise provided in the Prospectus
Supplement, Contracts will not be subject to any conditions except that the
purchase by an institution of the Securities covered by its Contract shall not
at the time of delivery be prohibited under the laws of any jurisdiction in
the United States to which such institution is subject. A commission indicated
in the Prospectus Supplement will be paid to agents and underwriters
soliciting purchases of the Securities pursuant to Contracts accepted by the
Company.
The place and time of delivery for the Securities in respect of which
this Prospectus is delivered are set forth in the Prospectus Supplement.
FOR FLORIDA RESIDENTS
AT&T, the parent of the Company, provides telecommunications services
between the United States and Cuba jointly with Empresa de Telecomunicaciones
Internacionales de Cuba ("EMTELCUBA"), the Cuban telephone company, pursuant
to all applicable U.S. laws and regulations. All payments due EMTELCUBA are
handled in accordance with the provisions of the Cuban Assets Control
Regulations and the Cuban Democracy Act of 1992 and specific licenses issued
thereunder. AT&T is the sole owner of the Cuban American Telephone and
Telegraph Company ("CATT"), a Cuban corporation. CATT owns cable facilities
between the United States and Cuba that were activated on November 25, 1994.
This information is accurate as of the date hereof. Current information
concerning AT&T's business dealings with the government of Cuba or with any
person or affiliate located in Cuba may be obtained from the Division of
Securities and Investor Protection of the Florida Department of Banking and
Finance, the Capitol, Tallahassee, Florida 32399-0350, telephone number (904)
488-9805.
LEGAL MATTERS
G. Daniel McCarthy, Senior Vice President, General Counsel, Secretary
and Chief Risk Management Officer of the Company, is passing upon the legality
of the Securities for the Company. Sidley & Austin, New York, New York, is
also passing upon certain legal matters for the Company. Sidley & Austin also
provides various legal services to the Company and AT&T on an ongoing basis.
Davis Polk & Wardwell, New York, New York, is passing upon certain legal
matters, including the legality of the Securities, for any agent, dealer or
27
<PAGE>
<PAGE> 31
underwriter that may be involved in any sale thereof. Davis Polk & Wardwell is
also representing the agent for certain banks party to the Company's revolving
credit agreements.
EXPERTS
The consolidated balance sheets of the Company, as of December 31, 1994
and 1993 and the related consolidated statements of income, changes in
shareowners' equity and cash flows for each of the three years in the period
ended December 31, 1994, incorporated by reference in this Prospectus and
Registration Statement, have been incorporated herein in reliance on the
reports of Coopers & Lybrand L.L.P., independent auditors, which reports
include explanatory paragraphs regarding the Company's change in its method of
accounting for income taxes in 1993 as discussed in Note 10 to the
consolidated financial statements of the Company, given on the authority of
that firm as experts in accounting and auditing.
28
<PAGE>
<PAGE> 32
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission Filing Fee . . . . . . . . . . $1,034,483
Rating Agency Fees. . . . . . . . . . . . . . . . . . . . . . . . 230,000*
Fees and Expenses of Trustee. . . . . . . . . . . . . . . . . . . 20,000*
Printing and Distributing Registration Statement, Prospectus,
Indenture and
Miscellaneous Material. . . . . . . . . . . . . . . . . . . . . 15,000*
Accountants' Fee. . . . . . . . . . . . . . . . . . . . . . . . . 25,000*
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 45,000*
Blue Sky Fees and Expenses. . . . . . . . . . . . . . . . . . . . 20,000*
Miscellaneous Expenses. . . . . . . . . . . . . . . . . . . . . . 10,517*
____________
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,400,000*
___________
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware and the
registrant's Restated Certificate of Incorporation and By-Laws provide for the
indemnification of directors and officers under certain circumstances, and on
a case by case basis, against expenses reasonably incurred in connection with
a civil or criminal action to which he or she was a party, or threatened to be
made a party, by reason of being a director or officer. The registrant's
Restated Certificate of Incorporation and By-Laws provide for indemnity of
directors and officers to the fullest extent permitted by law.
The directors and officers of the registrant are covered by an insurance
policy indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, which might be incurred
by them in such capacities and against which they cannot be indemnified by the
registrant.
Any agents, dealers or underwriters, who execute any of the agreements
filed as Exhibits 1A or 1B to this registration statement, will agree to
indemnify the registrant and registrant's directors and its officers who
signed the registration statement against certain liabilities which might
arise under the Securities Act of 1933 from information furnished to the
registrant by or on behalf of any such indemnifying party.
ITEM 16. EXHIBITS.
The exhibits identified in parentheses below or marked with an asterisk, on
file with the Commission, are incorporated by reference as exhibits hereto.
Exhibit
Number
_______
1A Form of Underwriting Agreement**
1B Form of Distribution Agreement**
4A-1 Indenture dated as of July 1, 1993 (the "Indenture"), between the
Registrant and Chemical Bank, as Trustee*
4A-2 First Indenture Supplement dated as of June 24, 1994 to the Indenture**
4B Form of Medium-Term Global Fixed Rate Note*
4C Form of Medium-Term Certificated Fixed Rate Note*
4D Form of Medium-Term Global Floating Rate Note**
4E Form of Medium-Term Certificated Floating Rate Note**
4F Form of Debt Warrant Agreement**
II-1
<PAGE>
<PAGE> 33
Exhibit
Number
_______
4G Form of Currency Warrant Agreement**
4H Form of Index Warrant Agreement**
4I Form of Interest Rate Warrant Agreement**
5 Opinion of G. Daniel McCarthy, Senior Vice President, General Counsel,
Secretary and Chief Risk Management Officer of the Registrant, as to the
legality of the securities being registered
12 Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to Form
10-K for the year ended December 31, 1994, File No. 1-11237)
23A Consent of Coopers & Lybrand L.L.P.
23B Consent of G. Daniel McCarthy, Senior Vice President, General Counsel,
Secretary and Chief Risk Management Officer of the Registrant
(contained in the opinion filed as Exhibit 5)
24 Powers of Attorney executed by the directors and officers who signed the
registration statement
25 Statement of Eligibility of the Trustee on Form T-1
___________
* Previously filed as the corresponding exhibit to Registration Statement No.
33-49671
**Previously filed as the corresponding exhibit to Registration Statement No.
33-54359
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
Provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-2
<PAGE>
<PAGE> 34
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
* * * * *
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of the registrant
pursuant to the provisions referred to in the first paragraph of Item 15 above
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification by it is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director or
officer of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director or officer in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
<PAGE> 35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Morristown, State of
New Jersey, on the 13th day of July, 1995.
AT&T Capital Corporation
By
Edward M. Dwyer, Senior Vice President,
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
Principal Executive Officer:
Thomas C. Wajnert -Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
Edward M. Dwyer -Senior Vice President,
Chief Financial Officer and
Treasurer
Principal Accounting Officer:
R. Oliu, Jr. -Vice President and Controller
By
Edward M. Dwyer,
(attorney-in-fact)*
July 13, 1995
* by power of attorney
Directors:
John P. Clancey
James P. Kelly
William B. Marx, Jr.
Richard A. McGinn
Joseph J. Melone
Richard W. Miller
S. Lawrence Prendergast
Brooks Walker, Jr.
Thomas C. Wajnert
Marilyn J. Wasser
<PAGE>
<PAGE> 36
EXHIBIT INDEX
The exhibits identified in parentheses below or marked with an asterisk, on
file with the Commission, are incorporated by reference as exhibits hereto.
Exhibit
Number
_______
1A Form of Underwriting Agreement**
1B Form of Distribution Agreement**
4A-1 Indenture dated as of July 1, 1993 (the "Indenture"), between the
Registrant and Chemical Bank, as Trustee*
4A-2 First Indenture Supplement dated as of June 24, 1994 to the Indenture**
4B Form of Medium-Term Global Fixed Rate Note*
4C Form of Medium-Term Certificated Fixed Rate Note*
4D Form of Medium-Term Global Floating Rate Note**
4E Form of Medium-Term Certificated Floating Rate Note**
4F Form of Debt Warrant Agreement**
4G Form of Currency Warrant Agreement**
4H Form of Index Warrant Agreement**
4I Form of Interest Rate Warrant Agreement**
5 Opinion of G. Daniel McCarthy, Senior Vice President, General Counsel,
Secretary and Chief Risk Management Officer of the Registrant, as to the
legality of the securities being registered
12 Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to Form
10-K for the year ended December 31, 1994, File No. 1-11237)
23A Consent of Coopers & Lybrand L.L.P.
23B Consent of G. Daniel McCarthy, Senior Vice President, General Counsel,
Secretary and Chief Risk Management Officer of the Registrant
(contained in the opinion filed as Exhibit 5)
24 Powers of Attorney executed by the directors and officers who signed the
registration statement
25 Statement of Eligibility of the Trustee on Form T-1
___________
* Previously filed as the corresponding exhibit to Registration Statement No.
33-49671
**Previously filed as the corresponding exhibit to Registration Statement No.
33-54359
<PAGE> 1 Exhibit 5
July 12, 1995
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962-1983
Referring to the registration statement on Form S-3 (the
"Registration Statement") that AT&T Capital Corporation (the
"Company") proposes to file on July 13, 1995, with the Securities
and Exchange Commission ("SEC") under the Securities Act of 1933,
as amended, relating to one or more series of debt securities
(the "Securities") to be issued by the Company under an Indenture
dated as of July 1, 1993, as amended (the "Indenture"), between
the Company and Chemical Bank, as Trustee, and warrants to
purchase Securities, currency warrants, index warrants and
interest rate warrants (collectively, the "Warrants"), I am of
the opinion that:
1. the Company is a duly organized and validly existing
corporation under the laws of the State of Delaware; and
2. the issuance of the Securities has been duly authorized by
appropriate corporate action; and
3. the Securities, when duly executed and authenticated in
accordance with the terms of the Indenture and delivered in
accordance with the provisions of either of the forms of
Underwriting Agreement or Distribution Agreement, each
substantially in the form filed as an exhibit to the
Registration Statement, will be legally issued and binding
obligations of the Company in accordance with their terms;
and
4. the Warrants, when duly authorized and executed by the
Company and countersigned as provided in the relevant
warrant agreements (the Debt Warrant Agreement, the Currency
Warrant Agreement, the Index Warrant Agreement and the
Interest Warrant Agreement, together the "Warrant
Agreements") and when duly paid for and delivered pursuant
to a sale in the manner described in the Registration
Statement, including the prospectus and any prospectus
supplement relating to such sale, such
<PAGE>
<PAGE> 2
Warrants will be duly authorized and will be valid and
binding obligations of the Company in accordance with, and
subject to, their terms and the terms of the Warrant
Agreements; and
5. the Company meets all the requirements for filing the
Registration Statement on Form S-3.
I hereby consent to the filing of this opinion with the SEC
in connection with the filing of the Registration Statement. I
also consent to the making of the statement with respect to me in
the related prospectus under the heading "Legal Matters."
Very truly yours,
G. Daniel McCarthy
<PAGE> 1 Exhibit 23A
CONSENT OF INDEPENDENT AUDITORS
______
We consent to the incorporation by reference in this registration statement of
AT&T Capital Corporation (the "Company") on Form S-3 of our reports dated
January 26, 1995, which include explanatory paragraphs that describe the
Company's change in its method of accounting for income taxes in 1993, on our
audits of the consolidated financial statements and financial statement
schedule of the Company as of December 31, 1994 and 1993, and for the years
ended December 31, 1994, 1993 and 1992, which reports are included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994. We
also consent to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
New York, New York
July 12, 1995
<PAGE> 1 Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 12th day of June, 1995.
John P. Clancey
Director
<PAGE>
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 9th day of June, 1995.
James P. Kelly
Director
<PAGE>
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 8th day of June, 1995.
William B. Marx, Jr.
Director
<PAGE>
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 8th day of June, 1995.
Richard A. McGinn
Director
<PAGE>
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 7th day of June, 1995.
Joseph J. Melone
Director
<PAGE>
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of June, 1995.
Richard W. Miller
Director
<PAGE>
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of June, 1995.
S. Lawrence Prendergast
Director
<PAGE>
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under her name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for her and in her name,
place and stead, and in each of her offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 9th day of June, 1995.
Marilyn J. Wasser
Director
<PAGE>
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 14th day of June, 1995.
Brooks Walker, Jr.
Director
<PAGE>
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 16th day of June, 1995.
Thomas C. Wajnert
Director, Chairman of the Board
and Chief Executive Officer
<PAGE>
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 9th day of June, 1995.
Edward M. Dwyer
Treasurer
<PAGE>
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CAPITAL CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to an issue or issues, as the case may be, of the
Company's warrants, notes or other evidences of indebtedness in
an aggregate principal amount not to exceed $3,000,000,000; and
WHEREAS, the undersigned is a director, an officer, or both
an officer and a director of the Company, as indicated below
under his name:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints EDWARD M. DWYER, G. DANIEL McCARTHY and THOMAS C.
WAJNERT, and each of them, as attorneys for him and in his name,
place and stead, and in each of his offices and capacities as a
director, an officer, or both an officer and a director of the
Company, to execute and file such registration statement, or
registration statements, including the related prospectus or
prospectuses, with respect to the above-described warrants, notes
or other evidences of indebtedness, and thereafter to execute and
file any amended registration statement or statements with
respect thereto and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, for all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 15th day of June, 1995.
R. Oliu, Jr.
Vice President and Controller
<PAGE> 1 Exhibit 25
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
AT&T CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 22-3022020
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
44 Whippany Road
Morristown, N.J. 07962-1983
(Address of principal executive offices) (Zip Code)
___________________________________________
Securities
(Title of the indenture securities)
_____________________________________________________
<PAGE>
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject. New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551 and Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
Chemical Bank, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City
of New York and State of New York, on the 26th day of June, 1995.
CHEMICAL BANK
By R. Lorenzen
Senior Trust Officer
<PAGE>
<PAGE> 4 Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1995, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 5,797
Interest-bearing balances ......................... 5,523
Securities: .........................................
Held to maturity securities........................... 6,195
Available for sale securities......................... 17,785
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 2,493
Securities purchased under agreements to resell ... 50
Loans and lease financing receivables:
Loans and leases, net of unearned income $68,937
Less: Allowance for loan and lease losses 1,898
Less: Allocated transfer risk reserve ... 113
______
Loans and leases, net of unearned income,
allowance, and reserve ............................ 66,926
Trading Assets ....................................... 37,294
Premises and fixed assets (including capitalized
leases)............................................ 1,402
Other real estate owned .............................. 99
Investments in unconsolidated subsidiaries and
associated companies............................... 148
Customer's liability to this bank on acceptances
outstanding ....................................... 1,051
Intangible assets ..................................... 512
Other assets .......................................... 6,759
______
TOTAL ASSETS ......................................... $149,034
=========
<PAGE>
<PAGE> 5
LIABILITIES
Deposits
In domestic offices ................................ $44,882
Noninterest-bearing .........................$14,690
Interest-bearing ........................... .30,192
______
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 32,537
Noninterest-bearing .........................$ 146
Interest-bearing .............................32,391
______
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 10,587
Securities sold under agreements to repurchase ..... 3,083
Demand notes issued to the U.S. Treasury .............. 464
Trading liabilities ................................... 31,358
Other Borrowed money:
With original maturity of one year or less ......... 7,527
With original maturity of more than one year ....... 914
Mortgage indebtedness and obligations under capitalized
leases ............................................. 20
Bank's liability on acceptances executed and outstanding 1,054
Subordinated notes and debentures ..................... 3,410
Other liabilities ..................................... 5,986
TOTAL LIABILITIES ..................................... 141,822
_______
EQUITY CAPITAL
Common stock .......................................... 620
Surplus ............................................... 4,501
Undivided profits and capital reserves ................ 2,558
Net unrealized holding gains (Losses)
on available-for-sale securities ...................... (476)
Cumulative foreign currency translation adjustments ... 9
TOTAL EQUITY CAPITAL .................................. 7,212
______
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $149,034
==========
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
