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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)
(FINAL AMENDMENT)
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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)
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139710206
(CUSIP NUMBER OF CLASS OF SECURITIES)
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 Final Amendment amends and supplements, and constitutes the final
amendment to, the Transaction Statement on Schedule 13E-3 filed on July 27, 1998
(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 by AT&T Capital
from the holders of Trust Preferred Securities as of July 20, 1998 for consents
to proposed amendments (the '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 (the
'Partnership Preferred Securities') 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
(the 'Debentures'). 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 10. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 10 of Schedule 13E-3 is hereby amended and supplemented as follows:
On Tuesday, September 1, 1998 (the 'Payment Date'), AT&T Capital
consummated the Offer and purchased all validly tendered and not withdrawn
Trust Preferred Securities at the purchase price of $29.69 per Security, plus
an amount equal to any accrued and unpaid distribution accumulated on each
redeemed Security up to but not including the Payment Date, net to the seller
in cash. In addition, on the Payment Date, the Trust redeemed any and all Trust
Preferred Securities that were not validly tendered in the Offer on the Payment
Date at the redemption price of $29.25 per Security, plus an amount equal to
any accrued and unpaid distribution accumulated on each redeemed Security up to
but not including the Payment Date, net to the seller in cash.
The Offer expired at midnight, New York City time, on Wednesday, August 26,
1998. Based on information provided to AT&T Capital, a total of approximately
7,430,000 Securities (or approximately 93% of the 8,000,000 Securities
outstanding) were validly tendered and not properly withdrawn pursuant to the
Offer. In connection with the Offer, AT&T Capital also received the Requisite
Consents to the Proposed Amendments from holders of record of the Securities
and following such event, AT&T Capital, the Subsidiary Issuers and the Indenture
Trustee executed supplemental indentures to effect the Proposed Amendments on
Thursday, August 27, 1998.
As a result of the consummation of the Offer, AT&T Capital shall request
that the NYSE apply to delist the Securities from the NYSE and deregister the
Securities with the Securities and Exchange Commission as soon as practicable
following the consummation of the Offer.
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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: September 1, 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
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GLENN A. VOTEK
TREASURER
AT&T CAPITAL LEASING SERVICES, INC.
By: /s/ DAVID F. BANKS
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DAVID F. BANKS
CHIEF EXECUTIVE OFFICER
AT&T CAPITAL SERVICES CORPORATION
By: /s/ KENNETH BRUCHANSKI
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KENNETH BRUCHANSKI
CHIEF FINANCIAL OFFICER
STATEMENT OF DIFFERENCES
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The service mark symbol shall be expressed as............................ 'sm'
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