<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____ to ____
Commission File Number 1-11237
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
AT&T CAPITAL CORPORATION
A DELAWARE I.R.S. EMPLOYER
CORPORATION NO. 22-3211453
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number 201-397-3000
<PAGE>
<PAGE>2
TABLE OF CONTENTS
Signatures 3
Report of Independent Accountants 4
Statement of Financial Condition at December 31, 1994 5
Statement of Income and Changes in Plan Equity for the year
ended December 31, 1994 6
Notes to Financial Statements 7
Consent of Independent Accountants 10
(Financial statement schedules are not included because of the absence
of conditions under which they are required.)
<PAGE>
<PAGE>3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the members of the Administrative Committee of the
AT&T Capital Corporation Excess Benefit Plan have executed this annual
report.
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
Date: March 29, 1995
Ruth A. Morey
By ___________________________
Ruth A. Morey,
Corporate Resources Officer
Date: March 29, 1995
G. Daniel McCarthy
By____________________________
G. Daniel McCarthy,
Chief Risk Management Officer
Date: March 29, 1995
Edward M. Dwyer
By____________________________
Edward M. Dwyer,
Chief Financial Officer
<PAGE>
<PAGE>4
REPORT OF INDEPENDENT ACCOUNTANTS
_________________________________
To the Participants and Administrative Committee of the AT&T Capital
Corporation Excess Benefit Plan:
We have audited the accompanying statement of financial condition of
the AT&T Capital Corporation Excess Benefit Plan (the "Plan") as of
December 31, 1994, and the related statement of income and changes in plan
equity for the year ended December 31, 1994. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of the Plan as of
December 31, 1994, and the income and changes in plan equity for the year
ended December 31, 1994, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
March 29, 1995
<PAGE>
<PAGE>5
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
STATEMENT OF FINANCIAL CONDITION
At December 31, 1994
Asset:
Receivable from Employer (Note 2) $663,867
________
Total Plan asset: $663,867
========
Total Plan equity $663,867
========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>6
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
For the Year Ended December 31, 1994
Additions:
Employer Contributions (Note 1) $663,867
________
Total additions 663,867
Plan equity at January 1, 1994 (Note 1) -
________
Plan equity at December 31, 1994 $663,867
========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>7
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the AT&T Capital Corporation Excess
Benefit Plan (the "Plan"), a nonqualified defined contribution plan,
provides a summary of the material terms of the Plan.
General
AT&T Capital Corporation (the "Company" or "Employer") sponsors the
AT&T Capital Corporation Retirement and Savings Plan (the "RSP"), a
qualified defined contribution plan covering employees of the Company and
its domestic subsidiaries. Effective January 1, 1994, the Company adopted
the Plan to allow eligible employees to receive contributions that are
limited under the RSP by Section 415 of the Internal Revenue Code (the
"IRC") to the lesser of $30,000 or 25% of the participant's taxable wages
(up to the IRC compensation limit pursuant to Section 401(a)(17) of
$150,000 in 1994). Under the RSP, participants are entitled to make before
and after-tax contributions limited to 12% of pay. The Company makes a
matching contribution equal to 66-2/3% of the participants first 6% of
contributions (the "Company match"). In addition, the Company makes annual
contributions (the "uniform points contributions"), approximately equal to
9% of employee pay, as defined in the RSP. The uniform points contributions
are allocated to participants based on years of service and pay.
Participants in the RSP with aggregate participant and Employer
contributions for the year that exceed the IRC limitations automatically
participate in the Plan. The provisions of the Plan allow for Company
match and uniform points contributions, in excess of IRC limits described
above, to be credited to participant accounts under the Plan. RSP
participant before and after-tax contributions exceeding these IRC
limitations will be refunded to the participant.
Vesting
Plan participants employed by the Company before January 1, 1994, are
fully vested in the Company match and related earnings. Participants first
employed by the Company after December 31, 1994, become fully vested within
a maximum of 1-1/2 years of continuous service.
Participants vest in the uniform points contributions and related earnings
over 5 years of continuous service at a rate of 20% per year.
Regardless of the number of years of continuous service, a participant
shall be fully vested in the Company match and uniform points contributions
on reaching his or her 65th birthday, because of a disability, or upon the
occurrence of certain other events.
<PAGE>
<PAGE>8
Forfeitures
Non-vested contributions credited under the Plan are forfeited upon
termination. There were no forfeitures under the Plan during the year ended
December 31,1994.
Payment of Benefits
The vested portion of a participant's account will be paid to the
participant in 60 monthly installments upon the participant attaining the
age of 65. The Company, in its sole discretion, may commence such payments
to a terminated participant prior to their 65th birthday. Upon death, a
lump sum payment equaling the vested portion of the participant's account
will be paid to the participant's beneficiary.
2. Accounting Policies
Funding
The Plan is considered an unfunded nonqualified deferred compensation
plan under the IRC, and therefore, not subject to most of the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). However, as
of December 31, 1994, the Company had accrued the amount due under the
Plan, and such accrual is reflected on its financial statements. The
Company currently intends to establish an irrevocable grantor trust in 1995
with a third party trustee. Benefits payable under the Plan will be paid
from the general assets of the Company.
Administrative Costs
All costs and expenses of the Plan are paid by the Company.
Receivable from Employer
The receivable from the Company represents uniform points
contributions due under the Plan at December 31, 1994. There was no Company
match due under the Plan at December 31, 1994.
Earnings on Plan assets
Plan assets will earn interest at a rate no less than the rate of
return on investments in the Merrill Lynch Government Fund or similar
investment option. Earnings on Employer contributions will commence as of
December 31 of that year.
3. Administration of the Plan
The Plan is administered by an Administrative Committee appointed by
the Compensation Committee of the Company's Board of Directors. Merrill
Lynch has been appointed as recordkeeper for the Plan.
<PAGE>
<PAGE>9
4. Federal Income Tax Status
The Plan is a nonqualified deferred compensation plan under Section
415 of the IRC. Earnings on plan assets in the irrevocable grantor trust to
be established by the Company will be taxable to the Company. Plan
participants are not taxed, for federal income tax purposes, on Company
contributions to the Plan or earnings on Plan assets until the taxable year
in which such contributions are received by the participant.
5. Plan Termination
Although it has not expressed any intention to do so, the Compensation
Committee reserves the right to modify, suspend, change, or terminate the
Plan at any time.
<PAGE>
<PAGE>10
CONSENT OF INDEPENDENT ACCOUNTANTS
__________________________________
We consent to the incorporation by reference in the registration statement
of AT&T Corp. on Form S-8 (File No. 33-50821) of our report dated March
29, 1995, on our audit of the financial statements of the AT&T Capital
Corporation Excess Benefit Plan, as of December 31, 1994, and for the year
ended December 31, 1994, which report is included in this Annual Report on
Form 11-K.
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
March 29, 1995
