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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. 2)
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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. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on July 27, 1998 and Amendment No. 1 thereto filed on
August 19, 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, 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 10. ADDITIONAL INFORMATION.
Item 10(e) of Schedule 14D-1 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
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(a)(13) Press release issued by AT&T Capital on August 24, 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 25, 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)(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 CAPIAL 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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