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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
(AMENDMENT NO. 3)
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CAPITA PREFERRED TRUST
(NAME OF SUBJECT COMPANY)
AT&T CAPITAL CORPORATION
NEWCOURT CREDIT GROUP INC.
(BIDDERS)
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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
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 Amendment No. 3 amends and supplements 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 Securitiessm ("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, 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, 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 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 (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:
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 conjunction with the expiration of the Offer,
AT&T Capital has received the Requisite Consents to the Proposed Amendments
from holders of record of the Trust Preferred Securities and, as a result,
AT&T Capital, the Subsidiary Issuers and the Indenture Trustee have
executed supplemental indentures to effect the Proposed Amendments.
Following the effectiveness of the Proposed Amendments, AT&T Capital shall
accept for payment, and notify the Depositary to promptly pay for on
September 1, 1998 (the "Payment Date"), the tendered and accepted
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.
Concurrently with the settlement of the Trust Preferred Securities on
the Payment Date, the Partnership will redeem the Partnership Preferred
Securities, and AT&T Capital and the Subsidiary Issuers will redeem the
Debentures. In addition, the Trust will redeem any and all Trust Preferred
Securities that were not validly tendered in the Offer on the Payment Date.
Holders who did not validly tender their Trust Preferred Securities in the
Offer will be entitled to receive a 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 completion of the Offer was publicly announced in a press release
issued by AT&T Capital on August 27, 1998, a copy of which is filed as an
Exhibit hereto and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
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(a)(14) Press release issued by AT&T Capital on August 27, 1998.
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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 27, 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
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(14) Press release issued by AT&T Capital on August 27, 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: ROBYN MATSUMOTO
Exchange: NEW YORK CORPORATE COMMUNICATIONS
(416) 594-2400
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AT&T CAPITAL COMPLETES TENDER OFFER
MORRISTOWN, NEW JERSEY, AUGUST 27, 1998 -- AT&T Capital Corporation ("AT&T
Capital"), a wholly owned subsidiary of Newcourt Credit Group Inc.,
("Newcourt"), announced the successful completion of its tender offer and
consent solicitation for the 9.06% Trust Originated Preferred Securities
("Securities") of its affiliate, Capita Preferred Trust, which expired at
Midnight New York City time on Wednesday, August 26, 1998.
Based on information provided to the company, approximately 93% of the
Securities were validly tendered in the Offer. AT&T Capital intends to purchase
all Securities so tendered on September 1, 1998 ("Payment Date") for US$29.69
per security, plus accrued and unpaid distributions.
In addition, AT&T Capital will redeem any and all Securities that were not
validly tendered in the Offer on the Payment Date. Holders who did not
validly tender their Securities in the Offer will be entitled to receive a
redemption price of $29.25 per Security, plus an amount equal to any accrued
and unpaid accumulated distribution on each redeemed Security.
AT&T Capital is a wholly owned subsidiary of Newcourt Credit Group. Newcourt
is one of the world's leading sources of asset-based financing serving the
corporate and commercial markets with owned and managed assets of US$23.1
billion (C$34.0 billion) and a global capability in 24 countries.
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