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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____ to ____
Commission File Number 1-11237
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
AT&T CAPITAL CORPORATION
A DELAWARE I.R.S. EMPLOYER
CORPORATION NO. 22-3211453
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number 201-397-3000
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TABLE OF CONTENTS
Signatures 3
Report of Independent Accountants 4
Statements of Financial Condition at December 31, 1995 and 1994 5
Statements of Income and Changes in Plan Equity for the years
ended December 31, 1995 and 1994 6
Notes to Financial Statements 7
Exhibit Index 10
(Financial statement schedules are not included because of the absence
of conditions under which they are required.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Administrative Committee of the AT&T Capital Corporation
Excess Benefit Plan have executed this annual report.
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
Date: March 28, 1996
Sara R. McCauley
By ___________________________
Sara R. McCauley
Vice President-Human Resources
Date: March 28, 1996
G. Daniel McCarthy
By____________________________
G. Daniel McCarthy,
Chief Risk Management Officer
Date: March 28, 1996
Edward M. Dwyer
By____________________________
Edward M. Dwyer,
Chief Financial Officer
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REPORT OF INDEPENDENT ACCOUNTANTS
_________________________________
To the Participants and Administrative Committee of the AT&T Capital
Corporation Excess Benefit Plan:
We have audited the accompanying statements of financial condition of
the AT&T Capital Corporation Excess Benefit Plan (the "Plan") at
December 31, 1995 and 1994, and the related statements of income and
changes in plan equity for the years ended December 31, 1995 and 1994.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of the Plan at
December 31, 1995 and 1994, and the income and changes in plan equity for
the years ended December 31, 1995 and 1994, in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
March 28, 1996
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AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
STATEMENTS OF FINANCIAL CONDITION
At December 31, 1995 1994
_____________________________________________________________________
Assets:
Receivable from Employer (Notes 1 and 2) $1,507,450 $663,867
_________ ________
Total Plan assets: $1,507,450 $663,867
========= ========
Total Plan equity $1,507,450 $663,867
========== ========
The accompanying notes are an integral part of these financial statements.
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AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the Years Ended December 31, 1995 1994
______________________________________________________________________
Additions:
Earnings on employer
contributions(Note 2) $ 39,373 $ -
Employer contributions (Notes 1 and 2) 815,786 663,867
__________ ________
Total additions 855,159 663,867
__________ ________
Deductions (Notes 1 and 2):
Distributions to participants 11,576 -
__________ ________
Total deductions 11,576 -
__________ ________
Net increase 843,583 663,867
__________ ________
Plan equity, beginning of year 663,867 -
__________ ________
Plan equity, end of year $1,507,450 $663,867
========== ========
The accompanying notes are an integral part of these financial statements.
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AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the AT&T Capital Corporation Excess
Benefit Plan (the "Plan"), a nonqualified defined contribution plan,
provides a summary of the material terms of the Plan.
General
AT&T Capital Corporation (the "Company" or "Employer") sponsors the
AT&T Capital Corporation Retirement and Savings Plan, as amended (the
"RSP"), a qualified defined contribution money purchase and profit sharing
plan covering employees of the Company and its domestic subsidiaries.
Effective January 1, 1994, the Company adopted the Plan to allow eligible
employees to receive contributions which would otherwise be limited under
the RSP by Section 415 of the Internal Revenue Code (the "IRC") to the
lesser of $30,000 or 25% of the participant's taxable wages (up to the IRC
compensation limit pursuant to Section 401(a)(17) of $150,000 in 1995 and
1994). Under the RSP, participants are entitled to make before and
after-tax contributions limited to 12% of annual pay. The Company makes a
matching contribution equal to 66-2/3% of the participant's contributions
up to 6% of their annual pay (the "Company match"). In addition, the
Company is required to make annual contributions (the "uniform points
contributions") to the Plan equal to 5% of total payroll with respect to
each year. The Company may also make a discretionary uniform points
contribution with respect to each Plan year. Unless and until the
Company's Board of Directors or Compensation Committee otherwise directs,
the discretionary uniform points contribution shall equal 4% of total
payroll, as defined. The uniform points contributions are allocated to
participants based on years of service and pay. Participants in the RSP
with aggregate participant and Employer contributions for the year that
exceed the IRC limitations automatically participate in the Plan. The
provisions of the Plan allow for Company match and uniform points
contributions, in excess of IRC limits described above, to be credited to
participant accounts under the Plan. RSP participant before and after-tax
contributions exceeding these IRC limitations will be refunded to the
participant.
Vesting
Plan participants employed by the Company before January 1, 1994, are
fully vested in the Company match and related earnings. Participants first
employed by the Company after December 31, 1993, become vested in the
Company match and related earnings within 1-1/2 years of continuous
service. Participants vest in the uniform points contributions and related
earnings over 5 years of continuous service at a rate of 20% per year.
Regardless of the number of years of continuous service, a participant
shall be fully vested in the Company match and uniform points contributions
and related earnings if the participant terminates employment because of
disability, terminates employment on or after attaining age 65 or upon the
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occurrence of certain other events (including a change in control of the
Company) as defined in the Plan document. See Note 6 for a discussion of
AT&T Corporation's ("AT&T") plans to sell the Company.
Forfeitures
Non-vested contributions credited under the Plan are forfeited upon
termination. For the year ended December 31, 1995, forfeited non-vested
accounts were $331. No amounts were forfeited in 1994.
Payment of Benefits
The vested portion of a participant's account will be paid to the
participant in 60 monthly installments upon the participant attaining the
age of 65. The Company, at its sole discretion, may commence such payments
to a terminated participant prior to their 65th birthday. Upon death, a
lump sum payment equaling the vested portion of the participant's account
will be paid to the participant's beneficiary.
2. Accounting Policies
Funding
The Plan is considered an unfunded nonqualified deferred compensation
plan under the IRC, and therefore, not subject to most of the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). In May,
1995, the Company invested the contributions due to the Plan for the year
ended December 31, 1994 and related earnings through that date in an
irrevocable grantor trust with Merrill Lynch (the "Trust"). Benefits
payable under the Plan will be paid from the Trust. The assets of the
Trust have been invested in the Merrill Lynch Government Fund (the
"Government Fund"). The Government Fund invests in a portfolio of
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. The Company invested the 1995 employer contributions
due the Plan in the Trust in March, 1996.
Administrative Costs
All costs and expenses of the Plan are paid by the Company.
Receivable from Employer
The receivable from the Employer represents uniform points
contributions and related earnings due under the Plan at December 31, 1995
and 1994. There was no Company match due under the Plan at December 31,
1995 and 1994.
The receivable from the Employer will earn interest at a rate no less
than the rate of return on investments in the Government Fund or similar
investment option. Earnings on Employer contributions will commence as of
December 31 of that year.
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3. Administration of the Plan
The Plan is administered by an Administrative Committee appointed by
the Compensation Committee of the Company's Board of Directors. Merrill
Lynch has been appointed as recordkeeper for the Plan.
4. Federal Income Tax Status
The Plan is not a qualified plan under Section 401 of the IRC and;
therefore, is a nonqualified deferred compensation plan. Earnings on Trust
assets are taxable to the Company. Plan participants are not taxed, for
federal income tax purposes, on Company contributions to the Plan or
earnings on Plan assets until the taxable year in which such contributions
are received by the participant. The Company is not entitled to a current
tax deduction for contributions made to the Plan until such time as the
benefits are taxable to the participant.
5. Plan Termination
Although it has not expressed any intention to do so, the Compensation
Committee of the Board of Directors of the Company reserves the right to
amend, suspend, or terminate the Plan at any time.
6. AT&T Sale of the Company
In September, 1995 AT&T announced plans to sell its controlling
interest in the Company either publicly or to another company. If AT&T
sells a controlling interest in the Company in a private transaction, the
Plan provides for participants to become fully vested in the Company match,
uniform points contributions and related earnings.
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EXHIBIT INDEX
Exhibit
Number
23. Consent of Independent Accountants
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EXHIBIT 23
Form 11-K for 1995
File No. 1-11237
CONSENT OF INDEPENDENT ACCOUNTANTS
__________________________________
We consent to the incorporation by reference in the registration
statement of AT&T Corp. on Form S-8 (File No. 33-50821) of our
report dated March 28, 1996, on our audits of the financial
statements of the AT&T Capital Corporation Excess Benefit Plan,
as of December 31, 1995 and 1994, and for the years ended
December 31, 1995 and 1994, which report is included in this
Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
March 28, 1996
