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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
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CAPITA PREFERRED TRUST
(NAME OF SUBJECT COMPANY)
AT&T CAPITAL CORPORATION
NEWCOURT CREDIT GROUP INC.
(BIDDERS)
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)
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GLENN A. VOTEK, TREASURER
AT&T CAPITAL CORPORATION
44 WHIPPANY ROAD
MORRISTOWN, NEW JERSEY 07962-1983
TELEPHONE: (973) 397-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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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 Final Amendment amends and supplements, and constitutes the final
amendment to, the Tender Offer Statement on Schedule 14D-1 filed on July 27,
1998 (as amended and supplemented, the 'Schedule 14D-1') by Newcourt Credit
Group Inc., an Ontario corporation, and AT&T Capital Corporation, a Delaware
corporation and an indirect wholly owned subsidiary of Newcourt ('AT&T
Capital'), relating to (i) an offer (the 'Offer') by AT&T Capital 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 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 (a)(1) to Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of Schedule 14D-1 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
AT&T CAPITAL CORPORATION
By: /s/ GLENN A. VOTEK
.................................
GLENN A. VOTEK
TREASURER
NEWCOURT CREDIT GROUP INC.
By: /s/ GLENN A. VOTEK
.................................
GLENN A. VOTEK
TREASURER
STATEMENT OF DIFFERENCES
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The service mark symbol shall be expressed as ........................... 'sm'
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