<PAGE>
<PAGE>
1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 9, 1998
AT&T CAPITAL CORPORATION
A Delaware Commission File I.R.S. Employer
Corporation No. 1-11237 No. 22-3211453
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number (973) 397-3000
<PAGE>
<PAGE>
2
Form 8-K March 9, 1998
Item 5. OTHER EVENTS
On March 9, 1998, Newcourt Credit Group Inc., an Ontario Corporation
('Newcourt') signed a new five-year agreement with Lucent Technologies Inc.
('Lucent') (the '1998 Lucent Agreement') which expands the global financing
program established to serve Lucent's business systems customers. The term
of the 1998 Lucent Agreement is from October 1, 1997 through September 30,
2002. The 1998 Lucent Agreement replaces the previously entered into
Lucent Operating Agreement dated as of April 2, 1996 and certain letter
agreements between Lucent and AT&T Capital Corporation, an indirect
wholly-owned subsidiary of Newcourt, the initial terms of
which were scheduled to expire on August 4, 2000. In addition to the
extended term of the 1998 Lucent Agreement, other changes from the
previous Lucent Operating Agreement include Newcourt being
the preferred provider of financing services for a greater portion of
Lucent's equipment and related product sales, a change in the methodology
in calculating the amount required to be paid to Lucent (based upon
specific financial, service and performance levels tied to compensation)
which is expected to result in an increase in such amount, and a single
point of contact for customers. The 1998 Lucent Agreement also includes
certain early termination provisions and a buy-out option that could have a
material impact on AT&T Capital Corporation's future operations, if exercised.
Lucent is not required to renew the term of the 1998 Lucent Agreement beyond
the current term. In the event of either (a) an early termination or buy-out
or (b) a non-renewal of the 1998 Lucent Agreement by Lucent, Newcourt will
have an extended wind down period with cost recovery.
The impact of the 1998 Lucent Agreement on AT&T Capital Corporation's
future net income is at this time unknown. While there is a possibility
that AT&T Capital Corporation's future net income from Lucent transactions
may increase as a result of an anticipated increase in financing volume
arising from Newcourt being the preferred provider of financing services
for a greater portion of Lucent's equipment and related product sales,
there also is a possibility that AT&T Capital Corporation's future net
income from Lucent transactions may decrease as a result of the increased
amounts due to Lucent under the 1998 Lucent Agreement.
The related press release of Newcourt is attached hereto as Exhibit
99.
<PAGE>
<PAGE>
3
Form 8-K March 9, 1998
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99. Press release issued by Newcourt dated March 11, 1998
regarding the signing of a vendor financing arrangement with
Lucent.
<PAGE>
<PAGE>
4
Form 8-K March 9, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AT&T CAPITAL CORPORATION
/s/ Glenn A.Votek
------------------------
By: Glenn A. Votek
Executive Vice President
and Treasurer
March 20, 1998
<PAGE>
<PAGE>
5
Form 8-K March 9, 1998
EXHIBIT INDEX
Exhibit
99. Press release issued by Newcourt dated March 11, 1998
regarding the signing of a vendor financing arrangement with
Lucent.
<PAGE>
<PAGE>
6
Exhibit 99
AT&T Capital Corporation
Form 8-K March 9, 1998
Newcourt signs expanded vendor financing
arrangement with Lucent Technologies
Toronto, Canada, March 11, 1998 'Newcourt Credit Group today announced that
it has signed a new five-year agreement with Lucent Technologies to expand
the global financing program established to serve Lucent's business systems
customers. Worldwide financing volume, as a result of this new
arrangement, may reach US$1 billion (C$1.4b) in 1998.
The new agreement follows Newcourt's recent acquisition of AT&T Capital
Corporation. AT&T Capital has been Lucent's preferred provider of
equipment financing for business customers primarily in the United States
since 1996. The new arrangement replaces the current agreement and is in
effect until Sept. 30, 2002.
Under terms of the agreement, a new organization, using the name Lucent
Technologies Product Finance (LTPF), will be formed at Newcourt and
dedicated to meeting the financing needs of Lucent's business customers.
As global manager for LTPF, Newcourt will have the opportunity to provide
leasing services to Lucent's business customers worldwide. LTPF also will
work with third parties to provide the services when appropriate. In cases
where Newcourt provides the financing, Newcourt will have authority for all
credit decisions.
'With this break-through agreement, our company's solid relationship with
Lucent not only continues, but is strengthened and expanded,' said Bradley
D. Nullmeyer, President of Newcourt Financial, Newcourt's commercial
finance business. 'Going forward Newcourt will have the opportunity to
provide Lucent, directly or indirectly, with vendor financing support in
each of the countries where Lucent does business,' noted Tim Hammill,
Chairman of Lucent Technologies Product Finance.
'As we've demonstrated in other ventures, Newcourt can develop innovative
programs that meet the demanding global financial needs of our vendors,'
added Nullmeyer. 'With our new aligned interests in place, LTPF can
realize significant long term growth and better serve customers,' added
Hammill.
'Equipment financing is important to many of our customers,' said Susan
Loughridge, international vice president, Global Leasing Services, Lucent
Technologies. 'With a new organization dedicated to meeting customers
financing needs, we can bring even greater focus and expertise to serving
those customers.'
The arrangement includes specific financial and service performance levels
tied to compensation and a single point of contact for customers.
<PAGE>
<PAGE>
7
Lucent Technologies, headquartered in Murray Hill, N.J., designs, builds
and delivers a wide range of public and private networks, communications
systems and software, data networking systems, business telephone systems
and microelectronics components. Bell Laboratories is the research and
development arm of the company. For more information about Lucent
Technologies, visit its web site at http://www.lucent.com.
The combination of Newcourt Credit Group and AT&T Capital has created one
of the world's leading sources of asset-based financing serving the
corporate, commercial and institutional markets with owned and managed
assets of US$21.8 billion (C$31.2b) and a global distribution capability in
24 countries.
