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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT (PURSUANT TO
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 3)
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CAPITA PREFERRED TRUST
(NAME OF THE ISSUER)
CAPITA PREFERRED TRUST
CAPITA PREFERRED FUNDING L.P.
AT&T CAPITAL LEASING SERVICES, INC.
AT&T CAPITAL SERVICES CORPORATION
AT&T CAPITAL CORPORATION
NEWCOURT CREDIT GROUP INC.
(NAME OF PERSONS FILING STATEMENT)
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9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ("TOPrS'sm'")
(LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)
OF CAPITA PREFERRED TRUST
(TITLE OF CLASS OF SECURITIES)
139710206
(CUSIP NUMBER OF CLASS OF SECURITIES)
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GLENN A. VOTEK, TREASURER
AT&T CAPITAL CORPORATION
44 WHIPPANY ROAD
MORRISTOWN, NEW JERSEY 07962-1983
(973) 397-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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COPIES TO:
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SCOTT J. MOORE, ESQ. STEPHAN J. FEDER, ESQ.
GENERAL COUNSEL SIMPSON THACHER & BARTLETT
AT&T CAPITAL CORPORATION 425 LEXINGTON AVENUE
44 WHIPPANY ROAD NEW YORK, NEW YORK 10017-3954
MORRISTOWN, NEW JERSEY 07962-1983 (212) 455-2000
(973) 397-3000
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THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
A. [x] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION
STATEMENT SUBJECT TO REGULATION 14A, REGULATION 14C OR RULE
13e-3(c) UNDER THE SECURITIES EXCHANGE ACT OF 1934.
B. [ ] THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933.
C. [x] A TENDER OFFER.
D. [ ] NONE OF THE ABOVE.
CHECK THE FOLLOWING BOX IF THE SOLICITING MATERIALS OR INFORMATION
STATEMENT REFERRED TO IN CHECKING BOX (A) ARE PRELIMINARY COPIES: [ ]
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This Amendment No. 3 amends and supplements the Transaction Statement on
Amendments No. 1 and 2 to Schedule 13E-3 filed on July 27, 1998 and August 19,
1998, respectively (as amended and supplemented, the "Schedule 13E-3") by the
Trust, the Partnership, the Subsidiary Issuers, AT&T Capital, and Newcourt (each
as defined herein) relating to (i) an offer (the "Offer") by AT&T Capital
Corporation, a Delaware corporation ("AT&T Capital") and an indirect wholly
owned subsidiary of Newcourt Credit Group Inc., an Ontario corporation
("Newcourt"), to purchase any and all outstanding 9.06% Trust Originated
Preferred Securities'sm' ("TOPrS'sm'") (Liquidation Amount $25 per Trust
Preferred Security) (the "Securities" or "Trust Preferred Securities") of
Capita Preferred Trust, a statutory business trust formed under the laws of
the State of Delaware and an affiliate of AT&T Capital (the "Trust"), and
(ii) a solicitation (the "Consent Solicitation") by AT&T Capital from the
holders of Trust Preferred Securities as of July 20, 1998 for consents to
proposed amendments to (a) the Amended and Restated Limited Partnership
Agreement of Capita Preferred Funding L.P., a Delaware limited partnership
(the "Partnership"), that will provide for an early redemption of partnership
preferred securities issued thereunder and (b) the indentures of AT&T Capital
and two of its wholly owned subsidiaries, AT&T Capital Leasing Services, Inc.
and AT&T Capital Services Corporation (each subsidiary, a "Subsidiary Issuer"),
that will provide for early redemptions of the debentures issued thereunder.
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Offer to Purchase and Consent
Solicitation, dated as of July 27, 1998, filed as Exhibit (d)(1) to Schedule
13E-3.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 of Schedule 13E-3 is hereby amended and supplemented as follows:
On August 24, 1998, AT&T Capital issued a press release, the full text
of which is set forth in Exhibit 11(a)(13), announcing that the Superior
Court of New Jersey, Morris County, denied plaintiff's request, in a
recently filed action, Ruth Graifman v. AT&T Capital Corporation, et al.,
to enjoin AT&T Capital's Offer and Consent Solicitation.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented to add the following:
(d)(13) Press release issued by AT&T Capital on August 24, 1998.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 25, 1998
NEWCOURT CREDIT GROUP INC.
By: /S/ GLENN A. VOTEK
...................................
GLENN A. VOTEK
TREASURER
AT&T CAPITAL CORPORATION
By: /S/ GLENN A. VOTEK
...................................
GLENN A. VOTEK
TREASURER
CAPITA PREFERRED TRUST
By: /S/ GLENN A. VOTEK
...................................
GLENN A. VOTEK
TRUSTEE
CAPITA PREFERRED FUNDING L.P.
By: AT&T CAPITAL CORPORATION,
as General Partner
By: /S/ GLENN A. VOTEK
...................................
GLENN A. VOTEK
TREASURER
AT&T CAPITAL LEASING SERVICES, INC.
By: /S/ DAVID F. BANKS
...................................
DAVID F. BANKS
CHIEF EXECUTIVE OFFICER
AT&T CAPITAL SERVICES CORPORATION
By: /S/ KENNETH BRUCHANSKI
...................................
KENNETH BRUCHANSKI
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(d)(13) Press release issued by AT&T Capital on August 24, 1998.
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STATEMENT OF DIFFERENCES
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The service mark symbol shall be expressed as.......................... 'sm'
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NEWS RELEASE
FOR IMMEDIATE RELEASE
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Trading Symbol: NCT/TCCPR/TCDPR Contact: GLENN VOTEK
Exchange: NEW YORK EXECUTIVE VICE PRESIDENT
& TREASURER
(973) 397-3066
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AT&T CAPITAL SCHEDULED TO COMPLETE TOPrS TENDER OFFER
MORRISTOWN, NEW JERSEY, AUGUST 24, 1998 -- AT&T Capital Corporation ('AT&T
Capital'), a wholly owned subsidiary of Newcourt Credit Group Inc., announced
today that the Superior Court of Morris County, New Jersey denied plaintiff's
request in a recently filed action to enjoin AT&T Capital's offer to purchase
US$200,000,000 9.06% Trust Originated Preferred Securities ('Securities') issued
by an affiliated trust.
The favorable ruling, together with the company's receipt of consents from the
holders of a majority of the outstanding Securities (as announced last week),
paves the way for the completion of the tender offer scheduled to close on
Wednesday, August 26, 1998 at 12:00 midnight (New York City time).
AT&T Capital is a wholly owned subsidiary of Newcourt Credit Group Inc. Newcourt
is one of the world's leading sources of asset-based financing serving the
corporate and commercial markets with owned and managed asset of US$23.1 billion
(C$34.0 billion) and a global capability in 24 countries. The Trust Preferred
Securities trade on the New York Stock Exchange under the symbols 'TCCPR' and
'TCDPR'.
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