<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1996
________________________________________________________________________________
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)
------------------------
<TABLE>
<S> <C>
DELAWARE 22-3211453
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
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)
------------------------
ROBERT J. INGATO,
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
(AGENT FOR SERVICE)
------------------------
COPY TO:
JOHN P. MEAD
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-3764
------------------------
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: [ ]_________
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: [ ]
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
Debt Securities and Warrants to Purchase Debt
Securities, Currency Warrants, Index Warrants
and Interest Rate Warrants..................... $4,000,000,000 100% $4,000,000,000 $ 1,212,122
=======================================================================================================================
</TABLE>
(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
$4,000,000,000, 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
$4,000,000,000.
(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.
________________________________________________________________________________
<PAGE>
<PAGE>
Preliminary Prospectus dated
December 20, 1996
PROSPECTUS
$4,000,000,000
[LOGO]
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
$4,000,000,000, 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 and
pricing supplement (together, the 'Prospectus Supplement'). If this Prospectus
is being delivered in connection with the offering and sale of Warrants, the
specific designation and aggregate number 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 the 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.
------------------------
January , 1997
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.
<PAGE>
<PAGE>
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. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of such Web site is http://www.sec.gov.
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.
------------------------
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, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996; and
(3) The Company's Current Reports on Form 8-K dated April 12, 1996, April
30, 1996, June 6, 1996, August 20, 1996, October 1, 1996 (the 'October
1996 Form 8-K') and November 1, 1996.
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 INVESTOR RELATIONS DEPARTMENT.
2
<PAGE>
<PAGE>
THE COMPANY
GENERAL
AT&T Capital Corporation ('AT&T Capital' or the 'Company') is a
full-service, diversified equipment leasing and finance company that operates
principally in the United States and also has operations in Europe, Canada, the
Asia/Pacific Region and Latin America. The Company is one of the largest
equipment leasing and finance companies in the United States and is the largest
lessor of telecommunications equipment in the United States, in each case, based
on the aggregate value of equipment leased or financed.
AT&T Capital, through its various subsidiaries, leases and finances a wide
variety of equipment, including general office, manufacturing and medical
equipment, telecommunications equipment (such as private branch exchanges,
telephone systems and voice processing units), information technology equipment
(such as personal computers, retail point of sale systems and automatic teller
machines) and transportation equipment (primarily vehicles). In addition, AT&T
Capital provides inventory financing for equipment dealers, franchise financing
for franchisees and financing collateralized by real estate. At December 31,
1995, the percentage of the Company's total assets in each of its various asset
categories was as follows: 28% were comprised of general office, manufacturing
and medical equipment; 23% were comprised of telecommunications equipment; 23%
were comprised of information technology equipment; 19% were comprised of
transportation equipment; and 7% were comprised of Small Business Administration
loans and other financings collateralized by real estate and other assets. The
Company's leasing and financing services are marketed (i) to customers of
equipment manufacturers, distributors and dealers with which the Company has a
marketing relationship for financing services and (ii) directly to end-users of
equipment. The Company's approximately 500,000 customers include large global
companies, small and mid-sized businesses and federal, state and local
governments and their agencies.
During the period since its founding in 1985, the Company has achieved
significant growth in assets, finance volume (total principal amount of loans
and total cost of equipment associated with finance and lease transactions
recorded by the Company and the increase, if any, in outstanding inventory
financing and asset-based lending transactions), revenues and net income. At
December 31, 1995, the Company's total assets were $9.5 billion, an increase of
18.9% over the prior year-end; finance volume for 1995 was $4.6 billion, an
increase of 7.4% over 1994; total revenues for 1995 were $1.6 billion, an
increase of 13.9% over 1994; and net income of $127.6 million for 1995 was 27.1%
greater than the Company's net income for 1994. Total assets at the end of the
third quarter of 1996 were $10.3 billion, representing a 7.4% increase over
total assets at the end of 1995, and net income of $115.3 million for the first
nine months of 1996 represented an increase of 34.9% over the net income for the
corresponding period in 1995.
AT&T Capital has two broad business strategies: (i) to enhance its position
as a leader in providing leasing and financing services that are marketed to
customers of equipment manufacturers, distributors and dealers ('vendors') with
whom the Company has a marketing relationship for financing services (the
Company's 'Global Vendor Finance' strategy); and (ii) to establish itself as a
leader in providing leasing, financing and related services that are marketed
directly to end-users of equipment, including customers of the Company's Global
Vendor Finance marketing activities (e.g., end-users acquiring general equipment
for which the Company previously financed telecommunications equipment), as well
as customers of vendors with whom the Company does not have a marketing
relationship for financing services (the Company's 'Direct Customer Finance'
strategy). For the year ended December 31, 1995, the percentage of the Company's
aggregate finance volume derived from the Company's Global Vendor Finance and
Direct Customer Finance programs was 58% and 42%, respectively.
AT&T Capital seeks to implement its strategies by taking advantage of what
it believes are its competitive strengths: (i) high-volume processing
capabilities that enable it to serve a large number of customers in a timely and
efficient manner; (ii) significant experience in structuring and managing Global
Vendor Finance and Direct Customer Finance programs tailored to specific
customer needs; (iii) risk management skills (including initial credit review
and residual value assessment and continuing portfolio management capabilities);
(iv) asset management skills (including equipment remarketing
3
<PAGE>
<PAGE>
skills that enhance the ability of the Company to realize the residual values of
its equipment); and (v) financial structuring capabilities.
The Company was founded in 1985 by AT&T Corp. ('AT&T') as a captive finance
company to assist AT&T's equipment marketing and sales efforts by providing its
customers with sophisticated financing. AT&T Capital has operated independently
since its initial public offering (the 'IPO') in 1993. Consequently, the Company
believes that the disposition by AT&T of its remaining ownership of the
Company's Common Stock, par value $.01 per share (the 'Common Stock') as a
result of the Merger referred to below will not have a material impact on the
manner in which the Company conducts its business operations, except that
following the Merger, the Company anticipates that significant changes in the
Company's financing strategy will be implemented. In particular, the Company
anticipates that approximately 30% of its financing volume originated each year
may be securitized annually pursuant to off-balance sheet securitization
transactions.
The Company has a management team with significant experience with the
Company and in the equipment leasing and finance industry. At September 30,
1996, the Company and its subsidiaries had approximately 2,900 employees. The
principal executive offices of the Company are located at 44 Whippany Road,
Morristown, New Jersey 07962.
THE MERGER
On October 1, 1996, the Company consummated a merger (the 'Merger') with
Antigua Acquisition Corporation, a recently formed Delaware corporation ('Merger
Sub'), pursuant to an Agreement and Plan of Merger (the 'Merger Agreement')
among AT&T, the former indirect owner of approximately 86% of the outstanding
Common Stock of the Company, Hercules Limited, a recently formed Cayman Islands
corporation ('Holdings'), and Merger Sub, a majority-owned subsidiary of
Holdings. Pursuant to the Merger Agreement, Merger Sub was merged with and into
the Company, with the Company continuing its corporate existence under Delaware
law as the surviving corporation.
All of the outstanding common equity capital of the Company is currently
directly or indirectly owned by members of a leasing consortium (the 'Leasing
Consortium') consisting of (i) certain members of the Company's management (the
'Management Investors'), including Thomas C. Wajnert, Chairman of the Board and
Chief Executive Officer of the Company, and approximately 23 other members of
the Company's senior management, and (ii) GRS Holding Company Limited, a private
United Kingdom holding corporation engaged in the U.K. rail leasing business
('GRSH'). Following the consummation of the Merger and the related transactions,
the Management Investors own 3.3% of the Common Stock (or approximately 5.5% on
a fully diluted basis) and GRSH indirectly owns 96.7% of the Common Stock (or
approximately 94.5% on a fully diluted basis). GRSH, in turn, is 85%
beneficially owned by Nomura International plc, a wholly owned subsidiary of The
Nomura Securities Co., Ltd. ('Nomura'), and 9.5% beneficially owned by Babcock &
Brown Holdings Inc., a San Francisco based leasing, asset and project financing
advisory company ('Babcock & Brown'), in each case, through instruments
convertible into GRSH's capital stock. The principal activities of Nomura, which
was founded in 1925 in Osaka, Japan and is currently Japan's largest securities
brokerage house, include securities brokerage, trading, investment banking and
commercial banking in global financial markets.
Following the Merger, on October 15, 1996, a newly established trust
sponsored by the Company issued and sold equipment receivable-backed securities
in an off-balance sheet securitization which generated net proceeds to the
Company of approximately $2.7 billion which proceeds, together with the equity
contributions relating to the Merger (approximately $900 million), were used to
repay short-term notes, including approximately $1.4 billion of short-term
obligations incurred by the Company to finance a portion of the aggregate
consideration paid in respect of the Merger. Also, on October 25, 1996, a newly
established trust, all of the common securities of which are owned by the
Company, issued $200 million of trust preferred securities, the proceeds of
which were indirectly invested to debt obligations of the Company. See the
October 1996 Form 8-K for additional information concerning the Merger and for
certain pro forma financial data after giving effect to the Merger and the
related transactions, including such securitization by the Company.
4
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<PAGE>
RELATIONSHIP WITH AT&T ENTITIES
In September 1995, AT&T announced plans to separate itself into three
publicly traded companies (AT&T, Lucent Technologies Inc. ('Lucent') and NCR
Corporation ('NCR') (collectively, the 'AT&T Entities')) and to dispose of its
approximately 86% equity interest in the Company to the general public or
another company (the 'AT&T Restructuring'). Pursuant to the AT&T Restructuring,
the Company consummated the Merger which resulted in, among other things, the
disposition by AT&T of its remaining equity interest in the Company. See 'The
Merger'.
On September 30, 1996, AT&T spun off its entire remaining interest in
Lucent to AT&T's shareholders. Lucent's businesses involve the manufacture and
distribution of public telecommunications systems, business communications
systems, micro-electronic components, and consumer telecommunications products.
It is expected that on December 31, 1996, AT&T will distribute to its
shareholders all of its interest in NCR. NCR's businesses involve the
manufacture and distribution of information technology equipment, including
automatic teller machines and point-of-sale terminal equipment.
In connection with the Company's IPO in 1993, the Company entered into a
series of agreements with AT&T to formalize the relationship between the two
companies, including the following three significant agreements, each dated as
of June 25, 1993: (i) an Operating Agreement (the 'AT&T Operating Agreement'),
(ii) an Intercompany Agreement (the 'Intercompany Agreement') and (iii) a
License Agreement (the 'License Agreement'). The Company has executed agreements
comparable to the AT&T Operating Agreement with each of Lucent and NCR (the
'Additional Operating Agreements' and, together with the AT&T Operating
Agreement, the 'Operating Agreements'). In addition, the Company has entered
into letter agreements (the 'Agreement Supplements') with Lucent and NCR
pursuant to which Lucent and NCR have agreed that various provisions of the
Intercompany Agreement and the License Agreement shall apply equally to them.
The initial term of each of the Operating Agreements, the Intercompany
Agreement, the License Agreement and the Agreement Supplements is scheduled to
end on August 4, 2000. In addition, AT&T has the right under the License
Agreement, after two years' prior notice, to require the Company to discontinue
use of the 'AT&T' trade name as part of the Company's corporate or 'doing
business' name.
In 1995, approximately 41% and 76% of the Company's total revenues and net
income, respectively, were attributable, directly or indirectly, to AT&T
Entities.
USE OF PROCEEDS
The proceeds from the sale of the Securities will be used primarily
to finance installment sale and lease agreements with respect to direct
financing programs provided to purchasers of equipment made by AT&T
Entities and equipment of other manufacturers 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 September 30, 1996, the aggregate
principal amount of the Company's outstanding medium-term notes was
approximately $4.6 billion, and the Company had approximately $2.7 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
nine-month period ended September 30, 1996 was approximately 6.35% and 5.52%,
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.
5
<PAGE>
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the Company for the years ended December 31, 1991 through 1995, and
for the nine months ended September 30, 1996 and 1995. The table also includes
such ratios calculated on a pro forma basis designed to give effect to the
Merger and related issuances of securities.
<TABLE>
<CAPTION>
PRO FORMA(2) HISTORICAL(1)
----------------------------- -------------------------------------------------------------
NINE MONTHS
ENDED SEPTEMBER YEAR ENDED
NINE MONTHS YEAR 30, DECEMBER 31,
ENDED ENDED (UNAUDITED) (UNAUDITED)
SEPTEMBER 30, DECEMBER 31, ---------------- -----------------------------------------
1996 1995(3) 1996 1995 1995 1994 1993 1992 1991
------------- ------------ ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges...... 1.17x -- 1.51x 1.47x 1.50x 1.62x 1.57x 1.44x 1.29x
</TABLE>
- ------------
(1) Earnings before income taxes and cumulative effect on prior years of
accounting change plus fixed charges (the sum of interest on indebtedness
and the portion of rentals representative of the interest factor) divided by
fixed charges. Prior to the Merger, a portion of the Company's indebtedness
to AT&T does not bear interest.
(2) The pro forma data represents the Company's ratio of earnings to fixed
charges as if the Merger and the related securities issuances described
under 'The Company -- The Merger' had occurred on January 1, 1995.
(3) For the year ended December 31, 1995 there would have been an earnings
deficiency of $30.0 million to cover fixed charges.
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 The Chase
Manhattan Bank (formerly known as 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;
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(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 (which
will 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, one or more commodities, or one or more
equipment leases, third-party loans, tax receipts, real property values,
SWAP receivables, reinsurance contracts, pooled receivables, or any
combination of the foregoing);
(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
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 one or more global Debt
Securities registered in the name of a depository's nominee and, if so
represented, beneficial interests in such a 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.
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, in the case of registered
Debt Securities, 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
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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 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 Debt 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 registrars 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. At November 30, 1996, the Company's
consolidated indebtedness (all of which is unsecured and unsubordinated) was
approximately $6.8 billion. The Debt Securities will, however, be effectively
subordinate (with respect to the assets of the Company's subsidiaries) to the
indebtedness and other liabilities of such subsidiaries. At November 30, 1996,
such indebtedness and other liabilities aggregated approximately $1.4 billion.
The Company has no current intention or plan to increase the amount of such
indebtedness in the future, other than in connection with the growth of the
Company's business.
Unless otherwise indicated in the Prospectus Supplement, the Debt
Securities will be issued only in denominations that are integral multiples of
$1,000. No service charge will be made for any transfer or exchange of the 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
maturity, interest rate and original issue date in
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such authorized denominations as may be requested upon surrender of the
registered Debt Securities to the registrar or a paying 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 the registrar or a 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 'all or substantially all', which appears in the foregoing
covenant, is not defined in the Indenture, and it does not have a precise
established definition under applicable law. The application of the covenant may
depend on the facts and circumstances of a particular transaction, including the
qualitative as well as the quantitative aspects of such transaction.
Accordingly, there may be uncertainty in connection with any particular
transaction as to whether a sale or conveyance of all or substantially all of
the assets of the Company has occurred and thus as to whether this covenant has
been complied with. Because New York law governs the Indenture, New York law
will govern the interpretation of such term.
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
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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, 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
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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)
'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
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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 other 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, if such
default is known to the Trustee, 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)
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
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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)
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 The Chase Manhattan Bank (formerly known
as Chemical Bank), the Trustee under the Indenture. In addition, The Chase
Manhattan 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 The Chase Manhattan 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 $200 million.
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 and
the regulations thereunder), (ii) a foreign central bank (as defined in Section
895 of the Code and the regulations thereunder), 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, 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.
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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 Sections 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.
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.
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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.
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 (Section 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).
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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 Disposition' 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 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 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'.
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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 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
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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
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
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
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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 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
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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 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
20
<PAGE>
<PAGE>
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 Warrant Agreement and the Interest Rate Warrant
Agreement and Section 2.5 of the Index Warrant Agreement).
21
<PAGE>
<PAGE>
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 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
22
<PAGE>
<PAGE>
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 Euroclear System ('Euroclear')
and Cedel Bank, societe anonyme ('Cedel Bank') 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 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 the 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 Euroclear or
Cedel Bank, 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 Euroclear
and Cedel Bank with respect to the portion of the temporary global Security in
bearer form held for its account. Each of Euroclear and Cedel Bank 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
23
<PAGE>
<PAGE>
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 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 are
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.
24
<PAGE>
<PAGE>
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for the Company by
Robert J. Ingato, Senior Vice President, General Counsel and Secretary, and for
any agent, dealer or underwriter by Sullivan & Cromwell, New York, New York. The
opinions of Robert J. Ingato and Sullivan & Cromwell will be conditioned upon,
and subject to certain assumptions regarding, future action required to be taken
by the Company and the Trustee in connection with the issuance and sale of any
particular Security, the specific terms of Securities and other matters which
may affect the validity of Securities but which cannot be ascertained on the
date of such opinions.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 and the
consolidated statements of income, changes in shareowners' equity and cash flows
for each of the three years in the period ended December 31, 1995 of AT&T
Capital Corporation which are incorporated by reference in this Prospectus and
Registration Statement have been incorporated herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
25
<PAGE>
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee....................................................... $1,212,122
Rating Agency Fees.................................................................................. 460,000*
Fees and Expenses of Trustee........................................................................ 20,000*
Printing and Distributing Registration Statement, Prospectus, Indenture and Miscellaneous
Material.......................................................................................... 30,000*
Accountants' Fee.................................................................................... 30,000*
Legal Fees and Expenses............................................................................. 40,000*
Blue Sky Fees and Expenses.......................................................................... 10,000*
Miscellaneous Expenses.............................................................................. 9,878*
----------
Total.......................................................................................... $1,812,000
----------
----------
</TABLE>
- ------------
* 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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
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 The Chase Manhattan
Bank (formerly known as Chemical Bank), as Trustee*
4A-2 -- First Indenture Supplement dated as of June 24, 1994 to the Indenture**
4A-3 -- Form of Second Indenture Supplement 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**
</TABLE>
II-1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
4G -- Form of Currency Warrant Agreement**
4H -- Form of Index Warrant Agreement**
4I -- Form of Interest Rate Warrant Agreement**
5 -- Opinion of Robert J. Ingato, Senior Vice President, General Counsel and Secretary of the Registrant, as
to the legality of the securities being registered
12 -- Computation of Ratio of Earnings to Fixed Charges****
23A -- Consent of Coopers & Lybrand L.L.P.
23B -- Consent of Robert J. Ingato, Senior Vice President, General Counsel and Secretary 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
</TABLE>
- ------------
* Previously filed as the corresponding exhibit to Registration Statement No.
33-49671
** Previously filed as the corresponding exhibit to Registration Statement No.
33-54359
*** To be filed as an exhibit to a Form 8-K
**** Previously filed as the corresponding exhibit to Annual Report on Form 10-K
for the year ended December 31, 1995, File No. 1-11237
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 with the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 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.
(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 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.
II-2
<PAGE>
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons 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, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
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>
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Morristown, State of New Jersey, on the 20th day of
December, 1996.
AT&T CAPITAL CORPORATION
By /s/ EDWARD M. DWYER
...................................
EDWARD M. DWYER, SENIOR VICE
PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
* Principal Executive Officer -- Chairman of December 20, 1996
......................................... the Board and Chief Executive Officer
(THOMAS C. WAJNERT)
/s/ EDWARD M. DWYER Principal Financial Officer -- Senior Vice December 20, 1996
......................................... President and Chief Financial Officer
(EDWARD M. DWYER)
/s/ R. OLIU, JR. Principal Accounting Officer -- Vice December 20, 1996
......................................... President and Controller
(R. OLIU, JR.)
DIRECTORS:
* December 20, 1996
.........................................
(JOHN APPLETON)
* December 20, 1996
.........................................
(JAMES V. BABCOCK)
* December 20, 1996
.........................................
(DAVID F. BANKS)
* December 20, 1996
.........................................
(MAX C. CHAPMAN, JR.)
.........................................
(GUY HANDS)
* December 20, 1996
.........................................
(JOSEPH J. MELONE)
.........................................
(JEFFREY F. NASH)
* December 20, 1996
.........................................
(BROOK WALKER, JR.)
</TABLE>
II-4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
.........................................
(HIROMI YAMAJI)
By* /s/ EDWARD M. DWYER December 20, 1996
.........................................
EDWARD M. DWYER,
(ATTORNEY-IN-FACT)
* BY POWER OF ATTORNEY
</TABLE>
II-5
<PAGE>
<PAGE>
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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
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 The Chase Manhattan
Bank (formerly known as Chemical Bank), as Trustee*
4A-2 -- First Indenture Supplement dated as of June 24, 1994 to the Indenture**
4A-3 -- Form of Second Indenture Supplement 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 Robert J. Ingato, Senior Vice President, General Counsel and Secretary of the Registrant, as
to the legality of the securities being registered
12 -- Computation of Ratio of Earnings to Fixed Charges****
23A -- Consent of Coopers & Lybrand L.L.P.
23B -- Consent of Robert J. Ingato, Senior Vice President, General Counsel and Secretary 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
</TABLE>
- ------------
* Previously filed as the corresponding exhibit to Registration Statement No.
33-49671
** Previously filed as the corresponding exhibit to Registration Statement No.
33-54359
*** To be filed as an exhibit to Form 8-K
**** Previously filed as the corresponding exhibit to Annual Report on Form 10-K
for the year ended December 31, 1995, File No. 1-11237
<PAGE>
<PAGE>
EXHIBIT 4A-3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AT&T CAPITAL CORPORATION
AND
THE CHASE MANHATTAN BANK, AS TRUSTEE
-----------------------
SECOND INDENTURE SUPPLEMENT
Dated as of January __, 1997
to
INDENTURE
Dated as of July 1, 1993
Between AT&T Capital Corporation
and
The Chase Manhattan Bank (formerly known
as Chemical Bank), as Trustee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
SECOND INDENTURE SUPPLEMENT dated as of January ___, 1997, between
AT&T CAPITAL CORPORATION, a corporation duly organized and validly existing
under the laws of the State of Delaware (the "Company"), and THE CHASE MANHATTAN
BANK, a corporation duly organized and validly existing under the laws of the
State of New York, as trustee (the "Trustee").
RECITALS OF THE COMPANY
The Company and The Chase Manhattan Bank (formerly known as Chemical
Bank), as Trustee have heretofore executed and delivered a certain Indenture
dated as of July 1, 1993, as amended by a certain First Indenture Supplement
dated as of June 24, 1994 (as so amended, the "Indenture"), which provides for
the issuance from time to time by the Company of its unsecured debentures, notes
or other evidences of indebtedness ("Securities", as more fully defined in the
Indenture). Capitalized terms used but not defined in this Second Indenture
Supplement have the meanings specified in the Indenture.
This Second Indenture Supplement amends the Indenture, pursuant to
Section 9.01(1) thereof, to make certain changes in Section 8.02 of the
Indenture.
All acts and proceedings required by law, by the Indenture and by the
certificates of incorporation and bylaws of the Company necessary to constitute
this Second Indenture Supplement a valid and binding agreement for the uses and
purposes herein set forth in accordance with its terms have been done and
performed, and the execution and delivery of this Second Indenture Supplement
have in all respects been duly authorized.
NOW, THEREFORE, in consideration of the foregoing and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Securities:
ARTICLE 1
AMENDMENTS
SECTION 1.01. Amendments. (a) The words "; Relief from Compliance with
Section 4.03 and Section 5.01 upon Guarantee by the Parent" are hereby deleted
from the title of Section 8.02 of the Indenture.
<PAGE>
<PAGE>
(b) The designation "(a)" is hereby deleted from the first paragraph
of Section 8.02 of the Indenture.
(c) All References in the Indenture to "Section 802(a)" are hereby
amended to read "Section 802".
(d) Subsection (b) of Section 8.02 of the Indenture is hereby deleted.
ARTICLE 2
MISCELLANEOUS
SECTION 2.01. Effectiveness. This Second Indenture Supplement shall
take effect as of the date hereof.
SECTION 2.02. Indenture Ratified. Except as herein expressly provided,
the Indenture is in all respects ratified and confirmed by the Company and the
Trustee, and all the terms, provisions and conditions thereof are and shall
remain in full force and effect.
SECTION 2.03. Execution by the Trustee. The Trustee has executed this
Second Indenture Supplement only upon the terms and conditions set forth in the
Indenture. Without limiting the generality of the foregoing, the Trustee shall
not be responsible for the correctness of the recitals herein contained, which
shall be taken as the statements of the Company, and the Trustee makes no
representation and shall have no responsibility for, and in respect of, the
validity or sufficiency of this Second indenture Supplement or the execution
thereof by the Company.
SECTION 2.04. Governing Law. This Second Indenture Supplement shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.
SECTION 2.05. Execution in Counterparts. This Second Indenture
Supplement may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Indenture Supplement to be duly executed, and their respective corporate seals
to be hereunto duly affixed and attested, all as of the day and year first above
written.
-2-
<PAGE>
<PAGE>
AT&T CAPITAL CORPORATION
(SEAL)
BY:_____________________
ATTEST:
____________________________
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________
(SEAL)
Attest:
_____________________________
-3-
<PAGE>
<PAGE>
STATE OF NEW JERSEY )
:
COUNTY OF )
On the day of , 1997, before me personally came , to me known,
who, being by me duly sworn, did depose and say that [he] [she] resides at ,
that [he] [she] is the of AT&T Capital Corporation, one of the corporations
described in and which executed the above instrument; that [he] [she] knows the
corporate seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that [he] [she] signed [his] [her] name
thereto by like authority.
_______________________
Notary Public
-4-
<PAGE>
<PAGE>
STATE OF NEW YORK )
:
COUNTY OF NEW YORK )
On the day of , 1997, before me personally came , to me known,
who, being by me duly sworn, did depose and say that [he] [she] resides at ,
that [he] [she] is the of The Chase Manhattan Bank, one of the corporations
described in and which executed the above instrument; that [he] [she] knows the
corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that [he] [she] signed [his] [her]
name thereto by like authority.
____________________
Notary Public
-5-
<PAGE>
<PAGE>
EXHIBIT 5
[LOGO]
- --------------------------------------------------------------------------------
ROBERT J. INGATO 44 Whippany Road
Senior Vice President Morristown, NJ 07962
General Counsel and 201 397-3065
Secretary FAX 201 397-3220
December 20, 1996
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962-1983
Referring to a registration statement on Form S-3 (the 'Registration
Statement') that AT&T Capital Corporation (the 'Company') proposes to file on
December 20, 1996, 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 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,
/s/ ROBERT J. INGATO
.....................................
ROBERT J. INGATO
<PAGE>
<PAGE>
EXHIBIT 23A
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our reports, each of which includes an explanatory paragraph that
describes a change in the method of accounting for income taxes in 1993, dated
January 25, 1996, on our audits of the consolidated financial statements and
financial statement schedule of AT&T Capital Corporation. We also consent to the
reference to our firm under the caption 'Experts.'
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
December 20, 1996
<PAGE>
<PAGE>
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 $4,000,000,000; 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, ROBERT J. INGATO 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 19th day of December, 1996.
/s/ THOMAS C. WAJNERT
.....................................
THOMAS C. WAJNERT
DIRECTOR, CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
<PAGE>
<PAGE>
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 $4,000,000,000; 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, ROBERT J. INGATO 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 19th day of December, 1996.
/s/ JOHN APPLETON
.....................................
JOHN APPLETON
DIRECTOR
<PAGE>
<PAGE>
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 $4,000,000,000; 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, ROBERT J. INGATO 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 19th day of December, 1996.
/s/ JAMES V. BABCOCK
.....................................
JAMES V. BABCOCK
DIRECTOR
<PAGE>
<PAGE>
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 $4,000,000,000; 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, ROBERT J. INGATO 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 19th day of December, 1996.
/s/ DAVID F. BANKS
.....................................
DAVID F. BANKS
DIRECTOR
<PAGE>
<PAGE>
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 $4,000,000,000; 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, ROBERT J. INGATO 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 19th day of December, 1996.
/s/ MAX C. CHAPMAN, JR.
.....................................
MAX C. CHAPMAN, JR.
DIRECTOR
<PAGE>
<PAGE>
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 $4,000,000,000; 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, ROBERT J. INGATO 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 19th day of December, 1996.
/s/ JOSEPH J. MELONE
.....................................
JOSEPH J. MELONE
DIRECTOR
<PAGE>
<PAGE>
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 $4,000,000,000; 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, ROBERT J. INGATO 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 19th day of December, 1996.
/s/ BROOKS WALKER, JR.
.....................................
BROOKS WALKER, JR.
DIRECTOR
<PAGE>
<PAGE>
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) ________
________________________________________
THE CHASE MANHATTAN 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 22-3211453
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
44 WHIPPANY ROAD
MORRISTOWN, NEW JERSEY 07962-1983
(Address of principal executive offices) (Zip Code)
____________________________
DEBT SECURITIES
(Title of the indenture securities)
_____________________________________________
<PAGE>
<PAGE>
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
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.
- 2 -
<PAGE>
<PAGE>
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, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, 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. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
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. 333-06249, 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. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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, The Chase Manhattan 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 19TH day of DECEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/G. MCFARLANE
___________________________________
G. McFarlane
Vice President
- 3 -
<PAGE>
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan 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 September 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................... $ 11,095
Interest-bearing balances............................ 4,998
Securities:..............................................
Held to maturity securities.............................. 3,231
Available for sale securities............................ 38,078
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................................... 8,018
Securities purchased under agreements to resell ..... 731
Loans and lease financing receivables:
Loans and leases, net of unearned income $130,513
Less: Allowance for loan and lease losses 2,938
Less: Allocated transfer risk reserve ........ 27
--------
Loans and leases, net of unearned income,
allowance, and reserve ................................ 127,548
Trading Assets............................................. 48,576
Premises and fixed assets (including capitalized
leases)............................................... 2,850
Other real estate owned ................................... 300
Investments in unconsolidated subsidiaries and
associated companies................................... 92
Customer's liability to this bank on acceptances
outstanding ........................................... 2,777
Intangible assets ......................................... 1,361
Other assets .............................................. 12,204
------
TOTAL ASSETS............................................... $261,859
=========
</TABLE>
- 4 -
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .............................. $80,163
Noninterest-bearing .......................$30,596
Interest-bearing .......................... 49,567
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ........................................ 65,173
Noninterest-bearing........................$ 3,616
Interest-bearing ......................... 61,557
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 ........................... 14,594
Securities sold under agreements to repurchase .... 14,110
Demand notes issued to the U.S. Treasury .............. 2,200
Trading liabilities ................................... 30,136
Other Borrowed money:
With a remaining maturity of one year or less ..... 16,895
With a remaining maturity of more than one year ....... 449
Mortgage indebtedness and obligations under capitalized
leases ............................................ 49
Bank's liability on acceptances executed and outstanding 2,764
Subordinated notes and debentures ..................... 5,471
Other liabilities...................................... 13,997
TOTAL LIABILITIES...................................... 246,001
-------
Limited-Life Preferred stock and related surplus 550
EQUITY CAPITAL
Common stock........................................... 1,209
Surplus................................................ 10,176
Undivided profits and capital reserves ................ 4,385
Net unrealized holding gains (Losses)
on available-for-sale securities....................... (481)
Cumulative foreign currency translation adjustments ... 19
TOTAL EQUITY CAPITAL................................... 15,308
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $261,859
==========
</TABLE>
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
THOMAS G. LABRECQUE )
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