<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996
REGISTRATION NO. 333-11243
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
AT&T CAPITAL CORPORATION CAPITA PREFERRED FUNDING L.P. CAPITA PREFERRED TRUST
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS SPECIFIED (EXACT NAME OF REGISTRANT AS
SPECIFIED IN CHARTER) IN CERTIFICATE OF LIMITED PARTNERSHIP) SPECIFIED IN CERTIFICATE OF TRUST)
DELAWARE DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)
22-3211453 22-3467161 22-3467159
(I.R.S. EMPLOYER IDENTIFICATION NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
44 WHIPPANY ROAD
MORRISTOWN, NEW JERSEY 07962
(201) 397-3000
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERT J. INGATO
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AT&T CAPITAL CORPORATION
44 WHIPPANY ROAD
MORRISTOWN, NEW JERSEY 07962
(201) 397-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
ANDREW R. KELLER RICHARD T. PRINS
SIMPSON THACHER & BARTLETT GREGORY A. FERNICOLA
425 LEXINGTON AVENUE SKADDEN, ARPS, SLATE, MEAGHER & FLOM
NEW YORK, NEW YORK 10017 919 THIRD AVENUE
(212) 455-2000 NEW YORK, NEW YORK 10022
(212) 735-3000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement.
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: [ ]
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: [ ]
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
<PAGE>
<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement is being filed for the
sole purpose of revising the identity of the Representatives acting for the
Underwriters, which appears on the front and back cover pages and page 70 under
the heading "Underwriting." Except for the foregoing revisions, this Amendment
No. 2 to the Registration Statement contains no further revisions to the
Registration Statement as previously filed.
<PAGE>
<PAGE>
PROSPECTUS
8,000,000 TRUST PREFERRED SECURITIES
CAPITA PREFERRED TRUST
% TRUST ORIGINATED PREFERRED SECURITIES'SM' ('TOPRS'SM'')
(LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
[LOGO]
------------------------
The % Trust Originated Preferred SecuritiesSM (the 'TOPrS'SM'' or 'Trust
Preferred Securities') offered hereby represent preferred undivided beneficial
ownership interests in the assets of Capita Preferred Trust, a statutory
business trust formed under the laws of the State of Delaware (the 'Trust').
AT&T Capital Corporation, a Delaware corporation (the 'Company' or 'AT&T
Capital'), will own all the common securities (the 'Trust Common Securities'
and, together with the Trust Preferred Securities, the 'Trust Securities')
representing undivided beneficial ownership interests in the assets of the
Trust. The Trust exists for the sole purpose of issuing the Trust Securities and
investing the proceeds as described below and engaging in activities incident
thereto. The proceeds from the sale of the Trust Securities will be used by the
Trust to purchase Partnership Preferred Securities ('Partnership Preferred
Securities'), representing the limited partnership interests of Capita Preferred
Funding L.P., a Delaware limited partnership (the 'Partnership'). The general
partnership interest, which constitutes all of the interest in the Partnership
other than the limited partnership interests represented by the Partnership
Preferred Securities, is owned by the Company, which is the sole general partner
of the Partnership (in such capacity, the 'General Partner'). Substantially all
of the proceeds from the sale of the Partnership Preferred Securities, together
with the capital contribution from the General Partner, will be used by the
Partnership to purchase the Debentures (as defined herein), which consist of
debt instruments of the Company
(continued on next page)
SEE 'RISK FACTORS' BEGINNING ON PAGE 17 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE TRUST PREFERRED
SECURITIES, INCLUDING CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.
Application has been made to list the Trust Preferred Securities on the New
York Stock Exchange, Inc. (the 'New York Stock Exchange'). If approved for
listing, trading of the Trust Preferred Securities on the New York Stock
Exchange is expected to commence within a 30-day period after the initial
delivery of the Trust Preferred Securities. See 'Underwriting.'
------------------------
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.
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) COMMISSION(2) TRUST(3)(4)
<S> <C> <C> <C>
Per Trust Preferred Security............ $ (3) $
Total................................... $ (3) $
</TABLE>
(1) Plus accrued distributions, if any, from October , 1996.
(2) The Trust, the Partnership and the Company have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See 'Underwriting.'
(3) In view of the fact that the proceeds of the sale of the Trust Preferred
Securities will be ultimately invested in investment instruments of the
Company and its eligible controlled affiliates, the Company has agreed to
pay to the Underwriters as compensation (the 'Underwriters' Compensation')
$ per Trust Preferred Security (or $ in the aggregate); provided
that such compensation for sales of or more Trust Preferred
Securities to a single purchaser will be $ per Trust Preferred
Security. Therefore, to the extent of such sales, the actual amount of
Underwriters' Compensation will be less than the aggregate amount specified
in the preceding sentence. See 'Underwriting.'
(4) Expenses of the offering which are payable by the Company are estimated to
be $ , of which $ will be reimbursed by the Underwriters.
------------------------
The Trust Preferred Securities offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that delivery of the Trust Preferred Securities will be made only in book-entry
form through the facilities of The Depository Trust Company ('DTC') on or about
, 1996.
------------------------
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED
------------------------
The date of this Prospectus is , 1996
'SM'Trust Originated Preferred Securities' and 'TOPrS' are service marks of
Merrill Lynch & Co., Inc.
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 STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
<PAGE>
would cause a Partnership Tax Event or a Trust Tax Event that may result in the
redemption of the Partnership Preferred Securities and, consequently, the Trust
Preferred Securities.
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement (the
'Purchase Agreement'), the Trust has agreed to sell to each of the Underwriters
named below, and each of the Underwriters, for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman, Sachs & Co., Lehman Brothers, PaineWebber
Incorporated and Prudential Securities Incorporated are acting as
representatives (the 'Representatives'), has severally agreed to purchase the
number of Trust Preferred Securities set forth opposite its name below. In
the Purchase Agreement, the several Underwriters have agreed, subject
to the terms and conditions set forth therein, to purchase all the Trust
Preferred Securities offered hereby if any of the Trust Preferred Securities are
purchased. In the event of default by an Underwriter, the Purchase Agreement
provides that, in certain circumstances, the purchase commitments of the
non-defaulting Underwriters may be increased or the Purchase Agreement may be
terminated.
<TABLE>
<CAPTION>
NUMBER OF TRUST
UNDERWRITERS PREFERRED SECURITIES
--------------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................
Goldman, Sachs & Co.......................................................
Lehman Brothers...........................................................
PaineWebber Incorporated..................................................
Prudential Securities Incorporated........................................
--------------------
Total....................................................... 8,000,000
--------------------
--------------------
</TABLE>
The Underwriters propose to offer the Trust Preferred Securities, in part,
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus, and, in part, to certain securities dealers at
such price less a concession of $. per Trust Preferred Security. The
Underwriters may allow, and such dealers may re-allow, a concession not in
excess of $. per Trust Preferred Security to certain brokers and dealers. After
the Trust Preferred Securities are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Representatives.
In view of the fact that the proceeds of the sale of the Trust Preferred
Securities will ultimately be used to purchase the investment instruments of the
Company and its subsidiaries, the Purchase Agreement provides that Company will
pay as compensation ('Underwriters' Compensation') to the Underwriters arranging
the investment therein of such proceeds, an amount in immediately available
funds of $ per Trust Preferred Security (or $ in the aggregate) for the
accounts of the several Underwriters; provided that, such compensation for sales
of 10,000 or more Trust Preferred Securities to any single purchaser will be $
per Trust Preferred Security. Therefore, to the extent of such sales, the actual
amount of Underwriters' Compensation will be less than the aggregate amount
specified in the preceding sentence.
During a period of 30 days from the date of the Prospectus, neither the
Trust nor the Company will, without the prior written consent of the
Underwriters, directly or indirectly, sell, offer to sell, grant any option for
sale of, or otherwise dispose of, any Trust Preferred Securities, any
Partnership Preferred Securities, any preferred stock of the Company or any
security convertible into or exchangeable into or exercisable for Trust
Preferred Securities or Partnership Preferred Securities or any preferred stock
of the Company.
70
<PAGE>
<PAGE>
_____________________________________ _____________________________________
NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE TRUST PREFERRED SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................................................................................................... 4
Incorporation of Certain Documents By Reference............................................................................. 5
Prospectus Summary.......................................................................................................... 6
Risk Factors................................................................................................................ 17
Use of Proceeds............................................................................................................. 26
Capitalization.............................................................................................................. 26
Ratio of Earnings to Fixed Charges of the Company........................................................................... 27
Selected Financial Data..................................................................................................... 28
Business of the Company..................................................................................................... 30
The Merger.................................................................................................................. 33
Relationship With AT&T Entities............................................................................................. 34
Capita Preferred Trust...................................................................................................... 36
Capita Preferred Funding L.P................................................................................................ 37
Description of the Trust Preferred Securities............................................................................... 38
Description of the Trust Guarantee.......................................................................................... 50
Description of the Partnership Preferred Securities......................................................................... 53
Description of the Partnership Guarantee.................................................................................... 62
Certain Federal Income Tax Considerations................................................................................... 66
Underwriting................................................................................................................ 70
Legal Matters............................................................................................................... 71
Experts..................................................................................................................... 71
Index of Defined Terms...................................................................................................... 72
Index to Financial Statements............................................................................................... F-1
</TABLE>
8,000,000
TRUST PREFERRED SECURITIES
CAPITA PREFERRED TRUST
% TRUST ORIGINATED
PREFERRED SECURITIES'SM' ('TOPRS'SM'')
FULLY AND UNCONDITIONALLY
GUARANTEED TO THE EXTENT SET
FORTH HEREIN BY
[LOGO]
---------------------------
PROSPECTUS
---------------------------
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
, 1996
_____________________________________ _____________________________________
<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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 15th day of October, 1996.
AT&T CAPITAL CORPORATION
By: /s/ ROBERT J. INGATO
...................................
ROBERT J. INGATO
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ --------------------------------------------
<S> <C>
* Chairman of the Board of Directors and Chief
......................................... Executive Officer
(THOMAS C. WAJNERT) (Principal Executive Officer)
* Senior Vice President and Chief
......................................... Financial Officer (Principal
(EDWARD M. DWYER) Financial Officer)
* Vice President, Controller (Principal
......................................... Accounting Officer)
(RAMON OLIU)
* Director
.........................................
(HIROMI YAMAJI)
* Director
.........................................
(JOHN APPLETON)
* Director
.........................................
(GUY HANDS)
* Director
.........................................
(JEFFERY NASH)
* Director
.........................................
(DAVID BANKS)
*By power of attorney
By: /s/ ROBERT J. INGATO
.......................................
(ROBERT J. INGATO)
ATTORNEY-IN-FACT
Date: October 15, 1996
</TABLE>
II-1
<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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 15th day of October, 1996.
CAPITA PREFERRED FUNDING L.P.
By: AT&T CAPITAL CORPORATION,
as General Partner
By: /s/ ROBERT J. INGATO
...................................
ROBERT J. INGATO
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ --------------------------------------------
<S> <C>
* Director
.........................................
(THOMAS C. WAJNERT)
* Director
.........................................
(HIROMI YAMAJI)
* Director
.........................................
(JOHN APPLETON)
* Director
.........................................
(GUY HANDS)
* Director
.........................................
(JEFFERY NASH)
* Director
.........................................
(DAVID BANKS)
*By power of attorney
By: /s/ ROBERT J. INGATO
.......................................
(ROBERT J. INGATO)
ATTORNEY-IN-FACT
Date: October 15, 1996
</TABLE>
II-2
<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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 15th day of October, 1996.
CAPITA PREFERRED TRUST
By: /s/ JEFFERY F. NASH
...................................
JEFFERY F. NASH
REGULAR TRUSTEE
II-3
STATEMENT OF DIFFERENCES
The service mark shall be expressed as 'SM'
<PAGE>
