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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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)
139710206
(CUSIP Number of Class of Securities)
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)
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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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$237,520,000 $47,504
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* The amount shown has been estimated solely for purposes of calculating the
filing fee, based upon an assumed transaction value that equals the total
amount of funds, excluding fees and other expenses, required to purchase
all of the outstanding securities listed above pursuant to the Offer
described in the Offer to Purchase and Consent Solicitation filed as an
Exhibit hereto.
** 1/50 of 1% of Transaction Valuation.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $47,504 Filing Party: AT&T Capital Corporation
Form or Registration No.: Schedule 13E-3 Date Filed: July 27, 1998
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This Tender Offer Statement on Schedule 14D-1 (the
"Statement") of Newcourt Credit Group Inc., an Ontario corporation ("Newcourt")
and AT&T Capital Corporation, a Delaware corporation and an indirect wholly
owned subsidiary of Newcourt ("AT&T Capital"), relates 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 (the "Consent 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 (the "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 and (b) the indentures (the "Indentures") of AT&T Capital and two of
its wholly owned subsidiaries (such subsidiaries, the "Subsidiary Issuers") that
will provide for early redemptions of the debentures issued thereunder. The
Offer and Consent Solicitation have already been approved by the respective
boards of directors of Newcourt and AT&T Capital. The Statement is intended to
satisfy the reporting requirements of Section 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). A copy of the Offer to Purchase
and Consent Solicitation, dated as of July 27, 1998 (the "Offer to Purchase and
Consent Solicitation") is filed hereto as Exhibit (a)(1) to the Statement.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The information set forth under the caption "Transactions
and Agreements Concerning the Securities--Past Transactions Concerning the
Securities" in the Offer to Purchase and Consent Solicitation is incorporated
herein by reference.
(b) The information appearing on the front cover of the Offer
to Purchase and Consent Solicitation and set forth under the caption "Terms of
the Offer--Number of Securities; Purchase Price; Expiration Date" in the Offer
to Purchase and Consent Solicitation is incorporated herein by reference.
(c) The information set forth under the caption "Price Range
of Securities; Distributions" in the Offer to Purchase and Consent Solicitation
is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) through (d) and (g) The information set forth under the
caption "Certain Information Regarding AT&T Capital and Newcourt" in the Offer
to Purchase and Consent Solicitation, and appearing in Schedule I attached
thereto, is incorporated herein by reference.
(e) and (f) None.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) and (b) The information set forth under the captions
"Transactions and Agreements Concerning the Securities" and "Price Range of
Securities; Distributons" in the Offer to Purchase and Consent Solicitation is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under the caption "Source and
Amount of Funds" in the Offer to Purchase and Consent Solicitation is
incorporated herein by reference.
(b) and (c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a) through (g) The information set forth under the captions
"The Consent Solicitation" and "Special Factors--Reasons for, and Purpose and
Effects of, the Offer and Consent Solicitation" in the Offer to Purchase and
Consent Solicitation is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The information set forth under the captions
"Transactions and Agreements Concerning the Securities" and "Certain Information
Regarding AT&T Capital and Newcourt" in the Offer to Purchase and Consent
Solicitation is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth under the caption "Transactions and
Agreements Concerning the Securities" in the Offer to Purchase and Consent
Solicitation is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under the caption "Solicitation
Fees, Other Fees and Expenses" in the Offer to Purchase and Consent Solicitation
is incorporated herein by reference.
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ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth under the captions "Available
Information; Incorporation of Documents by Reference" and "Summary of Financial
Information" in the Offer to Purchase and Consent Solicitation is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Additional information concerning the Offer and Consent
Solicitation is set forth in the Offer to Purchase and Consent Solicitation,
Letter of Transmittal and Consent, Notice of Guaranteed Delivery, Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, Letter
to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees, all of which are attached hereto as Exhibits (a)(1) to (a)(5)
respectively.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit No. Description
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(a)(1) Offer to Purchase and Consent Solicitation, dated July 27, 1998.
(a)(2) Letter of Transmittal and Consent.
(a)(3) Notice of Guaranteed.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.
(a)(5) Letter to Clients of Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(6) Advertisement, dated July 28, 1998.
(a)(7) Press Release, dated July 27, 1998.
(a)(8) Form of Follow-up Notice to Shareholders
(a)(9) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b) Not applicable.
(c)(1) Form of Amended and Restated Declaration of Trust of Capita
Preferred Trust is incorporated by reference to Exhibit 4.2 of AT&T
Capital's Registration Statement on Amendment No. 3 to Form S-3 {No.
333-11243} filed with the Securities and Exchange Commission.
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(c)(2) Form of Trust Preferred Securities Guarantee
Agreement by AT&T Capital Corporation and The First
National Bank of Chicago, N.A., as guarantee trustee,
is incorporated by reference to Exhibit 4.6 of AT&T
Capital's Registration Statement on Amendment No. 3
to Form S-3 {No. 333-11243} filed with the Securities
and Exchange Commission.
(c)(3) Form of Amended and Restated Agreement of Limited Partnership of
Capita Preferred Funding L.P. is incorporated by reference to Exhibit
4.5 of AT&T Capital's Registration Statement on Amendment No. 3 to
Form S-3 {No. 333-11243} filed with the Securities and Exchange
Commission.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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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: July 27, 1998
AT&T CAPITAL CORPORATION
NEWCOURT CREDIT GROUP INC.
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
------------------------
The service mark symbol shall be expressed as......................... 'sm'
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OFFER TO PURCHASE AND CONSENT SOLICITATION
AT&T CAPITAL CORPORATION
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY AUGUST 21, 1998, UNLESS EXTENDED.
AT&T Capital Corporation, a Delaware corporation ('AT&T Capital') and a
wholly-owned indirect subsidiary of Newcourt Credit Group Inc. ('Newcourt'),
invites the holders of 9.06% Trust Originated Preferred Securities'sm'
('TOPrS'sm'') (liquidation amount $25 per Trust Preferred Security) ('Trust
Preferred Securities' or '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'), to tender any and all of their Trust Preferred
Securities for purchase at the purchase price of $29.69 per Security (the
'Purchase Price'), plus an amount equal to any accrued and unpaid distribution
accumulated on each tendered Security up to but not including the Payment Date
(as defined herein), net to the seller in cash, upon the terms and subject to
the conditions set forth in this Offer to Purchase and Consent Solicitation and
the related Letter of Transmittal and Consent (which together constitute the
'Offer'). AT&T Capital will purchase any and all Securities validly tendered
and not withdrawn, upon the terms and subject to the conditions of the Offer,
including the receipt by AT&T Capital of Consents to the Proposed Amendments
from holders as of the Record Date (each as defined below) of Securities
representing at least a majority in liquidation amount of all of the outstanding
Trust Preferred Securities (the 'Requisite Consent Condition'). See 'Terms of
the Offer -- Certain Conditions of the Offer' and 'Terms of the Offer --
Extension of Tender Period; Termination; Amendments.'
(cover continued on next page)
------------------------
THIS TRANSACTION HAS NEITHER BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION (THE 'COMMISSION') NOR BY ANY STATE SECURITIES
COMMISSION. THE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
------------------------
NEITHER NEWCOURT, AT&T CAPITAL, THE SUBSIDIARY ISSUERS, THE TRUST, THE
PARTNERSHIP, THEIR RESPECTIVE BOARDS OF DIRECTORS OR TRUSTEES OR GENERAL
PARTNER, NOR ANY OF THEIR RESPECTIVE OFFICERS MAKES ANY RECOMMENDATION TO ANY
HOLDER OF TRUST PREFERRED SECURITIES AS TO WHETHER TO TENDER ANY OR ALL
SECURITIES OR TO CONSENT TO THE PROPOSED AMENDMENTS. EACH HOLDER MUST MAKE HIS
OR HER OWN DECISION AS TO WHETHER TO TENDER SECURITIES AND, IF SO, HOW MANY
SECURITIES TO TENDER, OR TO CONSENT TO THE PROPOSED AMENDMENTS. SEE 'SPECIAL
FACTORS -- NO RECOMMENDATION.'
------------------------
This Offer to Purchase and Consent Solicitation is first being mailed on or
about July 27, 1998.
------------------------
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
The date of this Offer to Purchase and Consent Solicitation is July 27, 1998.
- ------------
'sm' 'Trust Originated Preferred Securities' and 'TOPrS' are service marks of
Merrill Lynch & Co., Inc.
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(cover continued from previous page)
In conjunction with the Offer, AT&T Capital hereby solicits consents (each,
a 'Consent') from the holders of Trust Preferred Securities as of July 20, 1998
(the 'Record Date') to proposed amendments (the 'Proposed Amendments') to (i)
the Amended and Restated Limited Partnership Agreement (the 'Limited Partnership
Agreement'), pursuant to which partnership preferred securities ('Partnership
Preferred Securities') representing limited partnership interests of Capita
Preferred Funding L.P., a Delaware limited partnership (the 'Partnership'), were
issued, and which relevant amendments will provide for an early redemption of
the Partnership Preferred Securities as described herein, and (ii) the
indentures (the 'Indentures'), pursuant to which three debentures (the
'Debentures') have been issued by AT&T Capital and two of its wholly owned
subsidiaries (such subsidiaries, the 'Subsidiary Issuers'), respectively, and
which relevant amendments will provide for an early redemption of such
Debentures as described herein. The proper tender of Trust Preferred Securities
by holders as of the Record Date shall constitute the giving of a Consent by
such holders with respect to their tendered Trust Preferred Securities. Holders
of Trust Preferred Securities who acquire such Trust Preferred Securities after
the Record Date shall have the right to tender their Trust Preferred Securities
pursuant to the Offer, but shall not have the right to provide Consents. A
holder of Trust Preferred Securities as of the Record Date will be permitted to
provide such holder's Consent even if such holder does not tender Trust
Preferred Securities pursuant to the Offer. NO SEPARATE PAYMENTS WILL BE MADE
FOR CONSENTS. See 'The Consent Solicitation.'
AT&T Capital will pay to a Soliciting Dealer (as defined herein) a
solicitation fee for each Trust Preferred Security tendered, accepted for
payment and paid for pursuant to the Offer, subject to certain conditions. See
'Solicitation Fees, Other Fees and Expenses.'
Concurrently with AT&T Capital's purchase of Trust Preferred Securities
tendered pursuant to the Offer and adoption of the Proposed Amendments, AT&T
Capital will and hereby does exercise its (and will and hereby does cause each
of the Subsidiary Issuers and the Partnership to exercise their respective)
optional redemption rights under the Indentures and the Limited Partnership
Agreement (each as amended by the Proposed Amendments), which in turn will cause
the optional redemption of any and all Trust Preferred Securities that have not
been validly tendered in the Offer. Holders of Trust Preferred Securities who do
not tender their Securities in the Offer will receive a redemption price of
$29.25 per Security (the 'Redemption Price'), 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 Redemption Price
is less than the Purchase Price being offered by AT&T Capital for the tender of
Securities in the Offer. If holders of Securities fail to validly tender their
Securities in the Offer and, AT&T Capital obtains the Requisite Consents upon
the terms and conditions of the Offer, and AT&T Capital accepts for payment and
purchases Securities tendered pursuant to the Offer, then such non-tendering
holders will only receive the Redemption Price, plus accrued and unpaid
distributions thereon, for Securities that have not been validly tendered in the
Offer. If Requisite Consents are received, AT&T Capital will issue a press
release announcing its receipt of such Requisite Consents, which announcement
will be made at least five business days prior to the Expiration Date (and, if
necessary, AT&T Capital will extend the scheduled Expiration Date so that five
business days remain in the Offer period following such announcement during
which non-tendering holders may tender their Securities). See 'The Consent
Solicitation -- Optional Redemption of Non-Tendered Securities.'
The Trust was created and exists for the sole purpose of issuing the Trust
Preferred Securities and common securities (all of which are owned by AT&T
Capital) and engaging in the activities described below. The Trust's assets
consist exclusively of the Partnership Preferred Securities. AT&T Capital is the
sole general partner of the Partnership (in such capacity, the 'General
Partner'). The Partnership's assets consist exclusively of the Debentures and a
limited amount of U.S. government obligations and commercial paper of persons
not affiliated with AT&T Capital which meet certain eligibility criteria (the
'Eligible Debt Securities'). The payment of distributions by each of the Trust
and the Partnership have been guaranteed by AT&T Capital, to the extent the
Trust and the Partnership have funds available therefor.
2
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IMPORTANT
Any beneficial owner of Trust Preferred Securities desiring to accept the
Offer and tender all or any portion of its Securities should contact the
relevant participant (i.e., a custodial bank, depositary, broker, trust company
or other nominee) (such participant, a 'DTC Participant') of The Depository
Trust Company ('DTC') through which such owner holds its Trust Preferred
Securities promptly and instruct such DTC Participant to tender on such
beneficial owner's behalf pursuant to the procedures described herein. See
'Terms of the Offer -- Procedures for Tendering Securities.'
A proper tender of Trust Preferred Securities pursuant to the procedures
outlined under 'Terms of the Offer -- Procedures for Tendering Securities' by
holders of Trust Preferred Securities as of the Record Date shall also
constitute the giving of a Consent by such holders with respect to such Trust
Preferred Securities. See 'The Consent Solicitation -- Procedures for
Consenting.' All of the Trust Preferred Securities currently held through DTC
have been issued in the form of a global certificate or certificates registered
in the name of Cede & Co., DTC's nominee (the 'Global Certificates'). Upon
consummation of the Offer and the transactions contemplated thereby (including
the exercise of the amended optional redemption rights with respect to the
Debentures and the Partnership Preferred Securities), the aggregate principal
amount of the Global Certificates shall be reduced to zero, representing the
purchase and/or redemption of all outstanding Trust Preferred Securities.
Tendering holders of Trust Preferred Securities are not obligated to pay
brokerage fees or commissions to the Dealer Manager (as defined below), the
Depositary (as defined herein), the Information Agent (as defined below) or AT&T
Capital.
------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFER TO
PURCHASE AND CONSENT SOLICITATION AND THE RELATED LETTER OF TRANSMITTAL AND
CONSENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MAY NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY AT&T CAPITAL AND ITS AFFILIATES,
INCLUDING NEWCOURT, THE TRUST, THE PARTNERSHIP OR THE SUBSIDIARY ISSUERS.
------------------------
THIS OFFER TO PURCHASE AND CONSENT SOLICITATION CONTAINS IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO
EITHER A TENDER OF SECURITIES OR A CONSENT TO THE PROPOSED AMENDMENTS.
------------------------
Questions or requests for assistance may be directed to Georgeson & Company
Inc. (the 'Information Agent') or to Merrill Lynch & Co. ('Merrill Lynch' or the
'Dealer Manager') at their respective telephone numbers and addresses set forth
on the back cover of this Offer to Purchase and Consent Solicitation. Requests
for additional copies of this Offer to Purchase and Consent Solicitation, a
Letter of Transmittal and Consent or other tender offer or consent materials may
be directed to the Information Agent, and such copies will be furnished promptly
at AT&T Capital's expense. Holders of Trust Preferred Securities may also
contact their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
3
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TABLE OF CONTENTS
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PAGE
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SUMMARY.................................................................................................... 5
TERMS OF THE OFFER......................................................................................... 11
Number of Securities; Purchase Price; Expiration Date................................................. 11
Effect of Not Tendering Securities.................................................................... 12
Procedures for Tendering Securities................................................................... 12
Withdrawal Rights..................................................................................... 14
Acceptance of Securities for Payment and Payment of Purchase Price.................................... 14
Certain Conditions of the Offer....................................................................... 15
Extension of Tender Period; Termination; Amendments................................................... 16
THE CONSENT SOLICITATION................................................................................... 17
The Solicitation...................................................................................... 17
Requisite Consents.................................................................................... 17
Procedures for Consenting............................................................................. 18
The Proposed Amendments............................................................................... 19
Optional Redemption of Non-Tendered Securities........................................................ 19
SPECIAL FACTORS............................................................................................ 20
Reasons for, and Purpose and Effects of, the Offer and Consent Solicitation........................... 20
Fairness of the Offer and Consent Solicitation........................................................ 21
No Recommendation..................................................................................... 22
PRICE RANGE OF SECURITIES; DISTRIBUTIONS................................................................... 22
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................................................... 23
Sale of Trust Preferred Securities Pursuant to the Offer.............................................. 24
Redemption of Trust Preferred Securities.............................................................. 24
Backup Withholding.................................................................................... 25
State and Local Tax Consequences...................................................................... 25
SOURCE AND AMOUNT OF FUNDS................................................................................. 25
TRANSACTIONS AND AGREEMENTS CONCERNING THE SECURITIES...................................................... 25
Past Transactions Concerning the Securities........................................................... 25
Current Transactions Concerning the Securities........................................................ 27
SOLICITATION FEES, OTHER FEES AND EXPENSES................................................................. 27
CERTAIN INFORMATION REGARDING AT&T CAPITAL AND NEWCOURT.................................................... 28
AT&T Capital.......................................................................................... 28
Newcourt.............................................................................................. 29
AVAILABLE INFORMATION; INCORPORATION OF DOCUMENTS
BY REFERENCE............................................................................................. 29
SUMMARY OF FINANCIAL INFORMATION........................................................................... 30
AT&T Capital.......................................................................................... 30
Newcourt.............................................................................................. 31
MISCELLANEOUS.............................................................................................. 31
SCHEDULE I................................................................................................. 32
ANNEXES.................................................................................................... A-1
Annex A-1 The Proposed Amendment to AT&T Capital's Indenture.......................................... A-1
Annex A-2 The Proposed Amendment to the Subsidiary Issuers' Indentures................................ A-3
Annex A-3 The Proposed Amendment to the Limited Partnership Agreement................................. A-5
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4
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SUMMARY
The following summary is provided solely for the convenience of the holders
of Trust Preferred Securities. This summary is not intended to be complete and
is qualified in its entirety by reference to the full text and more specific
details contained in this Offer to Purchase and Consent Solicitation and the
related Letter of Transmittal and Consent and any amendments or supplements
hereto or thereto. Holders of Trust Preferred Securities are urged to read this
Offer to Purchase and Consent Solicitation and the related Letter of Transmittal
and Consent in their entirety. Each of the capitalized terms used in this
summary and not defined herein has the meaning set forth elsewhere in this Offer
to Purchase and Consent Solicitation.
The Related Parties
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AT&T Capital and the Subsidiary Issuers...... AT&T Capital Corporation, a Delaware corporation, located at AT&T
Capital Corporation, 44 Whippany Road, Morristown, New Jersey
07962. AT&T Capital and the Subsidiary Issuers (AT&T Capital
Leasing Services, Inc. ('AT&T Capital Leasing') and AT&T Capital
Services Corporation ('AT&T Capital Services'), respectively)
are the issuers of the Debentures owned by the Partnership. The
First National Bank of Chicago, N.A., is the indenture trustee
with respect to such Debentures (in such capacity, the
'Indenture Trustee').
Newcourt..................................... On January 12, 1998, Newcourt Credit Group Inc. ('Newcourt')
acquired all of the issued and outstanding shares of AT&T
Capital and AT&T Capital became an indirect wholly-owned
subsidiary of Newcourt.
The Trust.................................... Capita Preferred Trust is a Delaware statutory business trust. The
sole assets of the Trust are the Partnership Preferred
Securities. The First National Bank of Chicago, N.A., is the
property trustee (in such capacity, the 'Property Trustee') for
the Trust.
The Partnership.............................. Capita Preferred Funding L.P. is a Delaware limited partnership.
As of the date hereof, the assets of the Partnership consist of
the Debentures and the Eligible Debt Securities. AT&T Capital is
the sole General Partner of the Partnership and, in such
capacity, is entitled to consent to the Proposed Amendments so
long as the Requisite Consents (as defined herein) are received
from holders of Securities as of the Record Date.
As used herein, the 'Related Parties' refers collectively to
Newcourt, AT&T Capital, the Subsidiary Issuers, the Trust and
the Partnership.
The Offer
Terms of the Offer........................... AT&T Capital hereby offers to purchase any and all Trust Preferred
Securities validly tendered by holders thereof at the Purchase
Price, which is equal to $29.69 per Security, plus an amount
equal to any accrued and unpaid distribution accumulated on each
tendered Security up to but not including the Payment Date, net
to the seller in cash. As of the date hereof, there are
8,000,000 Securities outstanding.
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5
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Expiration Date of the Offer................. The Offer expires at 12:00 Midnight, New York City time, on
Friday, August 21, 1998, unless extended by AT&T Capital in its
sole discretion (the 'Expiration Date').
Requisite Consents........................... The Property Trustee holds title to the Partnership Preferred
Securities for the benefit of the holders of Trust Preferred
Securities. The Property Trustee is entitled to consent to the
Proposed Amendments so long as Consents are received from
holders as of the Record Date of Securities representing at
least a majority in liquidation amount of all of the outstanding
Trust Preferred Securities (such Consents, the 'Requisite
Consents'). Except as set forth under the caption 'Transactions
and Agreements Concerning the Securities -- Current Transactions
Concerning the Securities,' none of the Related Parties owns any
Trust Preferred Securities.
Conditions to the Offer...................... The Offer is conditioned on, among other things, the satisfaction
of the Requisite Consent Condition, which requires AT&T Capital
to receive Requisite Consents to the Proposed Amendments from
holders of Securities as of the Record Date. See 'Terms of the
Offer -- Certain Conditions of the Offer.' The proper tender of
Trust Preferred Securities by a holder as of the Record Date
shall constitute the giving of a Consent by such holder with
respect to such Trust Preferred Securities.
Procedures for Tendering..................... All of the Trust Preferred Securities are held in book-entry form
through the DTC Participants (i.e., a custodial bank,
depositary, broker, trust company or other nominee). A
beneficial owner who wishes to tender Securities pursuant to the
Offer should promptly instruct the DTC Participant through which
such beneficial owner holds its Securities to tender such
Securities on behalf of such beneficial owner pursuant to the
procedures described herein. See 'Terms of the
Offer -- Procedures for Tendering Securities.' In order to
provide Consents on behalf of beneficial owners of Securities
not tendering, participants should complete and sign the Letter
of Transmittal and Consent and mail or deliver such Letter of
Transmittal and Consent to the Depositary. See 'The Consent
Solicitation -- Procedures for Consenting.' For further
information, call the Information Agent or the Dealer Manager at
their respective telephone numbers and addresses set forth on
the back cover of this Offer to Purchase and Consent
Solicitation or consult your broker, dealer, commercial bank,
trust company or custodian for assistance.
Withdrawal Rights............................ Tendered Trust Preferred Securities may be withdrawn at any time
until the Expiration Date and, unless previously accepted for
payment, may also be withdrawn after September 24, 1998. See
'Terms of the Offer -- Withdrawal Rights.' If such withdrawal is
effected before the Expiration Date, the valid withdrawal by
such holder of Trust Preferred Securities shall constitute the
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6
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concurrent valid revocation of such holder's Consent. See 'The
Consent Solicitation -- Procedures for Consenting.'
Payment Date................................. Upon the terms and conditions of the Offer, AT&T Capital will
accept for payment and will pay for all Securities validly
tendered and not properly withdrawn promptly after the
Expiration Date, which is expected to be within four business
days of the Expiration Date (such date of payment, the 'Payment
Date' or the 'Settlement Date').
The Consent Solicitation
The Proposed Amendments...................... In conjunction with the Offer, AT&T Capital is soliciting consents
from the holders of record of Trust Preferred Securities as of
the Record Date to the Proposed Amendments, which consist of
amendments to (i) the Limited Partnership Agreement providing
for an early redemption of the Partnership Preferred Securities,
and (ii) the Indentures providing for an early redemption of the
Debentures (the 'Consent Solicitation').
Currently, the Limited Partnership Agreement does not permit the
Partnership Preferred Securities to be optionally redeemed prior
to October 1, 2006, and the Indentures do not permit the
Debentures to be optionally redeemed prior to September 30,
2006. As described under 'The Consent Solicitation -- The
Proposed Amendments,' the Proposed Amendments will permit AT&T
Capital, the Subsidiary Issuers and the Partnership to redeem
their respective Debentures and the Partnership Preferred
Securities immediately upon the effectiveness of the Proposed
Amendments (without any further action required on their part).
Procedures for Consenting.................... The proper tender of Trust Preferred Securities by holders as of
the Record Date shall constitute the giving of a Consent by such
holders with respect to their tendered Trust Preferred
Securities. Holders of Trust Preferred Securities who acquire
such Trust Preferred Securities after the Record Date shall have
the right to tender their Trust Preferred Securities pursuant to
the Offer, but shall not have the right to provide Consents. A
holder of Trust Preferred Securities as of the Record Date will
be permitted to provide such holder's Consent even if such
holder does not tender Trust Preferred Securities pursuant to
the Offer. NO SEPARATE PAYMENTS WILL BE MADE FOR CONSENTS. See
'The Consent Solicitation.'
Record Date.................................. The Record Date with respect to the Securities is July 20, 1998.
The Optional Redemption...................... Concurrently with AT&T Capital's purchase of Securities tendered
pursuant to the Offer and adoption of the Proposed Amendments,
AT&T Capital will and hereby does exercise its (and will and
hereby does cause each of the Subsidiary Issuers and the
Partnership to exercise their respective) optional redemption
rights under the Indentures and the Limited Partnership
Agreement (each as amended by the Proposed Amendments), which in
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turn will cause the optional redemption of any and all Trust
Preferred Securities that have not been validly tendered in the
Offer. Holders of Trust Preferred Securities who do not tender
their Securities in the Offer will receive 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 Redemption Price is less than the Purchase Price being
offered by AT&T Capital for the tender of Securities in the
Offer. If holders of Securities fail to validly tender their
Securities in the Offer, and AT&T Capital obtains the Requisite
Consents upon the terms and conditions of the Offer, and AT&T
Capital accepts for payment and purchases Securities tendered
pursuant to the Offer, then such non-tendering holders will only
receive the Redemption Price, plus accrued and unpaid
distributions thereon, for Securities that have not been validly
tendered in the Offer. See 'The Consent Solicitation -- Optional
Redemption of Non-Tendered Securities.'
Special Factors
Reasons for, and Purpose and Effects of, the
Offer and Consent Solicitation............. AT&T Capital's and Newcourt's management believe that the
redemption of 100% of the Trust Preferred Securities in the
manner contemplated by the Offer and Consent Solicitation (in
conjunction with a recent Newcourt equity placement, a portion
of which was contributed to AT&T Capital) will strengthen the
consolidated financial condition of AT&T Capital and its
subsidiaries by reducing their outstanding aggregate
consolidated indebtedness, thereby lowering AT&T Capital's
consolidated debt-to-equity ratio and possibly resulting in an
improved credit rating for AT&T Capital and Newcourt. The
purpose of the Offer is to acquire all of the issued and
outstanding Trust Preferred Securities and the purpose of the
Consent Solicitation is to cause the adoption of the Proposed
Amendments. Concurrent with the adoption of the Proposed
Amendments, the Debentures and the Partnership Preferred
Securities will be optionally redeemed, which in turn will cause
the optional redemption of any and all Trust Preferred
Securities that have not been tendered in the Offer. Following
the receipt of the Requisite Consents and consummation of the
Offer and the Consent Solicitation in accordance with their
respective terms, there will not be any Trust Preferred
Securities that remain outstanding. See 'Special
Factors -- Reasons for, and Purpose and Effects of, the Offer
and Consent Solicitation.'
Fairness of the Offer and Consent
Solicitation............................... Under the terms of the Indentures, the Limited Partnership
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Agreement and the Trust's Declaration of Trust (as defined
herein), the holders of the Trust Preferred Securities have
agreed that AT&T Capital, the Subsidiary Issuers and the
Partnership may effect certain amendments to such agreements
(including the Proposed Amendments to accelerate the early
redemption dates of the Debentures and the Partnership Preferred
Securities) so long as holders of Securities representing at
least a majority in liquidation amount of all of the outstanding
Trust Preferred Securities consent thereto. See 'The Consent
Solicitation -- The Proposed Amendments.' Because the Proposed
Amendments are being made in accordance with the terms of such
agreements and require the prior satisfaction of the Requisite
Consent Condition, AT&T Capital's and Newcourt's management
believe that none of the Related Parties has any fiduciary or
other special obligations to ensure the fairness of the terms of
the Offer and Consent Solicitation to the holders of the
Securities, other than to ensure that the Offer and Consent
Solicitation comply with the terms and conditions of the
governing agreements. However, for a discussion of certain
factors considered by the Related Parties in determining whether
to effect the Offer and Consent Solicitation, see 'Special
Factors -- Fairness of the Offer and Consent Solicitation.'
No Recommendation............................ Neither the Related Parties, their respective Boards of Directors
or Trustees or General Partner, nor any of their respective
officers makes any recommendation to any holder of Trust
Preferred Securities as to whether to tender any or all
Securities or to consent to the Proposed Amendments. Each holder
must make his or her own decision as to whether to tender
Securities and, if so, how many Securities to Tender, or to
consent to the Proposed Amendments. See 'Special Factors -- No
Recommendation.'
Solicitation Fees............................ AT&T Capital will pay to Soliciting Dealers designated by the
beneficial owner of the Securities validly tendered, accepted
for payment and paid for pursuant to the Offer a solicitation
fee (the 'Soliciting Dealer Fee') equal to $0.375 per Security
tendered for cash (except in the case of transactions equal to
or exceeding 10,000 Securities, AT&T Capital will only pay
$0.250 per Security tendered for cash, of which 80% shall be
paid to Merrill Lynch and 20% to the designated Soliciting
Dealer (which may be Merrill Lynch)). In cases where no
Soliciting Dealer is designated, the Dealer Manager will be paid
100% of the applicable Soliciting Dealer Fee. Soliciting Dealers
are not entitled to a solicitation fee for any Securities
beneficially owned by such Soliciting Dealers. See 'Solicitation
Fees, Other Fees and Expenses.'
Further Information.......................... Additional copies of this Offer to Purchase and Consent
Solicitation and the Letter of Transmittal and Consent may be
obtained by contacting the Information Agent at its address and
telephone number set forth on the back
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cover of this Offer to Purchase and Consent Solicitation.
Questions about the Offer should be directed to the Dealer
Manager, at its address and telephone number set forth on the
back cover of this Offer to Purchase and Consent Solicitation.
Copies of the other documents incorporated by reference herein
may be obtained as described below under 'Available Information;
Incorporation of Documents by Reference.'
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TERMS OF THE OFFER
NUMBER OF SECURITIES; PURCHASE PRICE; EXPIRATION DATE
Upon the terms and subject to the conditions described herein and in the
related Letter of Transmittal and Consent, AT&T Capital will purchase any and
all Securities that are validly tendered on or prior to the Expiration Date (and
not properly withdrawn in accordance with 'Terms of the Offer -- Withdrawal
Rights') at the Purchase Price, which is equal to $29.69 per Security, plus an
amount equal to any accrued and unpaid distribution accumulated on each tendered
Security up to but not including the Payment Date, net to the seller in cash. As
of the date hereof, there are 8,000,000 Securities outstanding. The approximate
number of holders of record of the Securities as of July 1, 1998 is 120.
In conjunction with the Offer, AT&T Capital is also soliciting Consents
from the holders of Securities as of the Record Date to the Proposed Amendments.
The proper tender of Trust Preferred Securities by such holders shall constitute
the giving of a Consent by such holders with respect to their tendered Trust
Preferred Securities. Holders of Trust Preferred Securities who acquire Trust
Preferred Securities after the Record Date shall have the right to tender their
Trust Preferred Securities pursuant to the Offer, but shall not have the right
to provide Consents. A holder of Trust Preferred Securities as of the Record
Date will be permitted to provide such holder's Consent even if such holder does
not tender Trust Preferred Securities pursuant to the Offer. NO SEPARATE
PAYMENTS WILL BE MADE FOR CONSENTS. See 'The Consent Solicitation.'
Concurrently with AT&T Capital's purchase of Securities in the Offer and
adoption of the Proposed Amendments, AT&T Capital will exercise its (and will
cause each of the Subsidiary Issuers and the Partnership to exercise their
respective) optional redemption rights under the Indentures and the Limited
Partnership Agreement (each as amended by the Proposed Amendments), which in
turn will cause the optional redemption of any and all Trust Preferred
Securities that have not been validly tendered in the Offer. Holders of Trust
Preferred Securities who do not tender their Securities in the Offer will
receive the Redemption Price rather than the Purchase Price offered in the
Offer. The Redemption Price is less than the Purchase Price being offered by
AT&T Capital for the tender of Securities in the Offer. If holders of Securities
fail to validly tender their Securities in the Offer and, AT&T Capital obtains
the Requisite Consents upon the terms and conditions of the Offer, and AT&T
Capital accepts for payment and purchases Securities in the Offer, then such
non-tendering holders will only receive the Redemption Price, plus accrued and
unpaid distributions thereon, for Securities that have not been validly tendered
in the Offer. See 'The Consent Solicitation -- Optional Redemption of
Non-Tendered Securities.'
THE OFFER IS CONDITIONED UPON THE SATISFACTION OF THE REQUISITE CONSENT
CONDITION AND CERTAIN OTHER CONDITIONS. SEE ' -- CERTAIN CONDITIONS OF THE
OFFER.'
The Expiration Date is 12:00 Midnight, New York City time, on Friday,
August 21, 1998, unless extended. AT&T Capital expressly reserves the right, in
its sole discretion, and at any time and/or from time to time, to extend the
period of time during which the Offer is open, by giving oral or written notice
of such extension to the Depositary and making a public announcement thereof.
There is no assurance whatsoever that AT&T Capital will exercise its right to
extend the Offer for the Trust Preferred Securities. See ' -- Extension of
Tender Period; Termination; Amendments' and 'The Consent
Solicitation -- Optional Redemption of Non-Tendered Securities.'
NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS WILL BE ACCEPTED AND NO
TENDERS FROM HOLDERS AS OF THE RECORD DATE WILL BE ACCEPTED IN RESPECT OF
SECURITIES FOR WHICH A CONSENT TO THE PROPOSED AMENDMENTS HAS NOT BEEN GIVEN BY
SUCH HOLDERS. SUCH CONSENT MAY BE GIVEN BY PROPERLY COMPLETING THE FORM OF
CONSENT THAT IS A PART OF THE LETTER OF TRANSMITTAL AND CONSENT.
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EFFECT OF NOT TENDERING SECURITIES
Concurrently with AT&T Capital's purchase of Trust Preferred Securities
tendered pursuant to the Offer and adoption of the Proposed Amendments, AT&T
Capital will and hereby does exercise its (and will and hereby does cause each
of the Subsidiary Issuers and the Partnership to exercise their respective)
optional redemption rights under the Indentures and the Limited Partnership
Agreement (each as amended by the Proposed Amendments), which in turn will cause
the optional redemption of any and all Trust Preferred Securities that have not
been validly tendered in the Offer. Holders of Trust Preferred Securities who do
not tender their Securities in the Offer will receive 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 Redemption Price is less than the Purchase Price
being offered by AT&T Capital for the tender of Securities in the Offer. If
holders of Securities fail to validly tender their Securities in the Offer, and
AT&T Capital obtains the Requisite Consents upon the terms and conditions of the
Offer, and AT&T Capital accepts for payment and purchases Securities tendered
pursuant to the Offer, then such non-tendering holders will only receive the
Redemption Price, plus accrued and unpaid distributions thereon, for Securities
that have not been validly tendered in the Offer. See 'The Consent
Solicitation -- Optional Redemption of Non-Tendered Securities.'
In connection with the Offer and Consent Solicitation, the holders of Trust
Preferred Securities do not have any appraisal right under the laws of the State
of Delaware or the Declaration of Trust nor were such holders voluntarily
accorded any by any of the Related Parties.
PROCEDURES FOR TENDERING SECURITIES
The tender of Securities by a holder hereof pursuant to one of the
procedures set forth below will constitute an agreement between such holder and
AT&T Capital in accordance with the terms and subject to the conditions set
forth herein and in the related Letter of Transmittal and Consent and the right
of AT&T Capital to terminate the Offer as described herein and such holder's
right to withdraw tendered Securities as described herein.
All of the Securities are held in book-entry form through DTC Participants
(i.e., a custodial bank, depositary, broker, trust company or other nominee).
Any beneficial owner of Securities who wishes to tender such Securities in the
Offer should contact the DTC Participant through which such owner holds its
Securities promptly and instruct such DTC Participant to tender on such
beneficial owner's behalf pursuant to the procedures described herein.
Book-Entry Transfer. Pursuant to an authorization given by DTC to the DTC
Participants, each DTC Participant that holds Securities through DTC must (i)
transmit its acceptance through the DTC Automated Tender Offer Program ('ATOP')
(for which the transaction will be eligible), and DTC will then edit and verify
the acceptance, execute a book-entry delivery to the Depositary's account at DTC
and either (A) DTC will send an Agent's Message (as defined herein) to the
Depositary for its acceptance or (B) the DTC Participant will complete and sign
the Letter of Transmittal and Consent and mail or deliver such Letter of
Transmittal and Consent, and any other documents required by the Letter of
Transmittal and Consent, to the Depositary, or (ii) comply with the guaranteed
delivery procedures set forth in this Offer to Purchase and Consent
Solicitation. A proper tender of Securities pursuant to the foregoing procedures
by holders of Securities as of the Record Date will also constitute the giving
of a Consent by such holders with respect to such Securities. See 'The Consent
Solicitation -- Procedures for Consenting.' The Depositary will (promptly after
the date of this Offer to Purchase and Consent Solicitation) establish an
account at DTC for the purpose of the Offer, and any financial institution that
is a DTC Participant may make book-entry delivery of interests in Securities
into the Depositary's account through ATOP. However, although delivery of
interests in the Securities may be effected through book-entry transfer into the
Depositary's account through ATOP, an Agent's Message in connection with such
book-entry transfer or a Letter of Transmittal and Consent, and any other
required documents, must be, in any case, transmitted to and received by the
Depositary at its address set forth on the back cover of this Offer to Purchase
and Consent Solicitation or the guaranteed delivery procedures set forth below
must be complied with, in each case, prior to the Expiration Date. Delivery of
documents to DTC does not constitute delivery to the Depositary. The
confirmation of
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book-entry transfer into the Depositary's account at DTC through ATOP as
described above is referred to herein as 'Book-Entry Confirmation.' The
Depositary and DTC have confirmed that the Offer and the solicitation of
Consents from holders as of the Record Date are eligible for ATOP. Holders
desiring to tender Securities prior to the Expiration Date should note that such
holders must allow sufficient time for completion of the ATOP procedures during
the normal business hours of DTC on that date.
The term 'Agent's Message' means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the Book-Entry Confirmation,
which states that DTC has received an express acknowledgement from each DTC
Participant tendering through ATOP that such DTC Participants (a) have received
a Letter of Transmittal and Consent and agree to be bound by the terms of the
Letter of Transmittal and Consent and AT&T Capital may enforce such agreement
against such DTC Participants and (b) if tendering on behalf of holders of
Securities as of the Record Date, have received Consent to the Proposed
Amendments as described herein.
All of the Trust Preferred Securities currently held through DTC have been
issued in the form of Global Certificates registered in the name of Cede & Co.,
DTC's nominee. Upon consummation of the Offer and the transactions contemplated
thereby (including the exercise of the amended optional redemption rights with
respect to the Debentures and the Partnership Preferred Securities), the
aggregate principal amount of the Global Certificates shall be reduced to zero,
representing the purchase and/or redemption of all outstanding Trust Preferred
Securities.
Guaranteed Delivery. If a DTC Participant desires to participate in the
Offer and the procedure for book-entry transfer cannot be completed on a timely
basis, a tender may be effected if the Depositary has received at one of its
addresses on the back cover hereof prior to the Expiration Date, a letter,
telegram or facsimile transmission from a firm or other entity identified in
Rule 17Ad-15 under the Securities Exchange Act of 1934 (the 'Exchange Act') (an
'Eligible Institution'), including (as such terms are defined therein): (i) a
bank; (ii) a broker, dealer, municipal securities dealer, municipal securities
broker, government securities dealer or government securities broker; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings institution that is a
participant in a Securities Transfer Association recognized program, setting
forth the name and address of the DTC Participant, the name(s) in which the
Securities are held and stating that the tender is being made thereby and
guaranteeing that within two New York Stock Exchange ('NYSE') trading days after
the date of execution of such letter, telegram or facsimile transmission by the
Eligible Institution, the procedure for book-entry transfer with respect to such
Securities will be completed. Unless the Securities being tendered by the
above-described method are deposited with the Depositary within the time period
set forth above in accordance with DTC's ATOP procedures and a Letter of
Transmittal and Consent or an Agent's Message is received, AT&T Capital may, at
its option, reject the tender. Copies of the Notice of Guaranteed Delivery which
may be used by Eligible Institutions for the purposes described in this
paragraph are available from the Depositary and the Information Agent.
Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of
Securities in connection with the Offer will be determined by AT&T Capital,
whose determination will be final and binding. AT&T Capital reserves the
absolute right to reject any or all tenders not in proper form or the acceptance
for payment of which may, in the opinion of counsel for AT&T Capital, be
unlawful. AT&T Capital also reserves the absolute right to waive any defect or
irregularity in the tender of any Securities in the Offer, and the
interpretation by AT&T Capital of the terms and conditions of its Offer
(including the instructions in the Letter of Transmittal and Consent) will be
final and binding. None of the Related Parties, the Depositary, the Dealer
Manager, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
Tenders of Securities involving any irregularities will not be deemed to
have been made until such irregularities have been cured or waived. Securities
received by the Depositary in connection with the Offer that are not validly
tendered and as to which the irregularities have not been cured or waived will
be returned by the Depositary to the DTC Participant who delivered such
Securities by crediting an account maintained at DTC designated by such DTC
Participant as promptly as practicable after the Expiration Date or the
withdrawal or termination of the Offer.
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FOR FURTHER INFORMATION, CALL THE INFORMATION AGENT OR THE DEALER MANAGER
OR CONSULT YOUR BROKER FOR ASSISTANCE.
WITHDRAWAL RIGHTS
ANY SECURITIES TENDERED BY HOLDERS AS OF THE RECORD DATE FOR WHICH A
CONSENT TO THE PROPOSED AMENDMENTS WAS WITHHELD WILL BE DEEMED WITHDRAWN AND NOT
VALIDLY TENDERED BY SUCH HOLDER.
Tenders of Securities pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date and, unless previously accepted for payment, may be
withdrawn at any time after September 24, 1998.
Beneficial owners desiring to withdraw Securities previously tendered
should contact the DTC Participant through which such owners hold their
Securities. In order to withdraw Securities previously tendered, a DTC
Participant may, prior to the Expiration Date, withdraw its instruction
previously transmitted through ATOP by (i) withdrawing its acceptance through
ATOP, or (ii) delivering to the Depositary by mail, hand delivery or facsimile
transmission notice of withdrawal of such instruction. Such notice of withdrawal
must contain the name and number of the DTC Participant, the amount of
Securities to which such withdrawal relates and the signature of the DTC
Participant. Withdrawal of a prior instruction will be effective upon receipt of
such notice of withdrawal by the Depositary. All signatures on a notice of
withdrawal must be guaranteed by a recognized participant in the Securities
Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the
Stock Exchange Medallion Program; provided, however, that signatures on the
notice of withdrawal need not be guaranteed if the Securities being withdrawn
are held for the account of an Eligible Institution. A withdrawal of an
instruction must be executed by a DTC Participant in the same manner as such DTC
Participant's name appears on its transmission through ATOP to which such
withdrawal relates. A DTC Participant may withdraw a tender only if such
withdrawal complies with the provisions of this Offer to Purchase and Consent
Solicitation.
A holder of Securities as of the Record Date who previously tendered
Securities may not validly revoke a Consent unless such holder validly withdraws
such holder's previously tendered Securities in the manner described herein and,
except as described below, the valid withdrawal by such holder of Securities
will constitute the concurrent valid revocation of such holder's Consent.
Holders of Securities as of the Record Date who provide Consents but do not
tender Securities pursuant to the Offer will be permitted to revoke such
Consents in the manner described under 'The Consent Solicitation -- Procedures
for Consenting.'
If the Requisite Consents are received with respect to the Securities, AT&T
Capital, the Subsidiary Issuers, the Indenture Trustee and the Property Trustee
shall as soon as practicable (but in no event sooner than 20 business days after
the mailing of this Offer to Purchase and Consent Solicitation) execute the
Proposed Amendments. To the extent adopted, the Proposed Amendments shall take
effect immediately prior to AT&T Capital's acceptance and payment for all
Securities validly tendered pursuant to the Offer. Once the Proposed Amendments
have been executed, a Consent will not be permitted to be revoked, and the
Proposed Amendments will bind all holders from time to time of the Securities
regardless of whether such holders shall have granted or revoked Consents to the
Proposed Amendments.
Withdrawals of tenders of Securities may not be rescinded and any
Securities withdrawn will thereafter be deemed not validly tendered for purposes
of the Offer. Properly withdrawn Securities, however, may be retendered by
following the procedures described herein at any time prior to the Expiration
Date. See ' -- Procedures for Tendering Securities.'
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by AT&T Capital, in its sole
discretion, and its determination will be final and binding. None of the Related
Parties, the Dealer Manager, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defect or irregularity
in any notice of withdrawal or will incur any liability for failure to give any
such notification.
ACCEPTANCE OF SECURITIES FOR PAYMENT AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer, and as promptly
as practicable after the Expiration Date, which is expected to be within four
business days, AT&T Capital will accept for
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payment (and thereby purchase) and pay for Securities validly tendered and not
withdrawn as permitted in ' -- Withdrawal Rights' above. Thereafter, payment for
all Securities validly tendered on or prior to the Expiration Date and accepted
pursuant to the Offer will be made by the Depositary via DTC as promptly as
practicable after the Expiration Date. In all cases, payment for Securities
accepted for payment pursuant to the Offer will be made promptly but only after
timely receipt by the Depositary of an Agent's Message, a properly completed and
duly executed Letter of Transmittal and Consent and any other required
documents.
For purposes of the Offer, AT&T Capital will be deemed to have accepted for
payment (and thereby purchased) Securities that are validly tendered and not
withdrawn as, if and when it gives oral or written notice to the Depositary of
its acceptance for payment of such Securities. AT&T Capital will pay for
Securities that it has purchased pursuant to the Offer by depositing the
Purchase Price therefor with the Depositary, which will act as agent for holders
of Trust Preferred Securities who have tendered for the purpose of receiving
payment from AT&T Capital and transmitting the payment thereof to such holders.
Under no circumstances will interest be paid on amounts to be paid by either the
Trust or AT&T Capital to tendering holders of Trust Preferred Securities who
tender, regardless of any delay in making such payment. Because all of these
securities are held in book-entry form through DTC, all tendered Securities will
be credited to an account maintained with the Book-Entry Transfer Facility, as
promptly as practicable, without incurring expense to the holder of Trust
Preferred Securities who has tendered.
If certain events occur, AT&T Capital will not be obligated to purchase
Securities pursuant to the Offer. See ' -- Certain Conditions of the Offer'
below.
Because the Securities represent undivided interests in the Trust, there
will be no stock transfer taxes due or payable with respect to the sale and
transfer of any Securities pursuant to the Offer. See Instruction 5 of the
accompanying Letter of Transmittal and Consent.
CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, AT&T Capital shall not be
required to accept for payment or pay for any Securities tendered, and may
terminate or amend the Offer (by oral or written notice to the Depositary and
timely public announcement) or may postpone (subject to the requirements of the
Exchange Act) for prompt payment for or return of Securities the acceptance for
payment of, or payment for, Securities tendered, if at any time on or prior to
the Expiration Date, the conditions in clauses (a) and (b) are not satisfied or
any of the events specified in clauses (c) through (f) occurs (which shall not
have been waived by AT&T Capital):
(a) there having been received (and not withdrawn) prior to the
Expiration Date the Requisite Consents to the Proposed Amendments from
holders of Securities as of the Record Date (i.e., the satisfaction of the
Requisite Consent Condition);
(b) the execution by each of AT&T Capital, the Subsidiary Issuers, the
Indenture Trustee and the Property Trustee of the Proposed Amendments to
(i) the Indentures and (ii) the Limited Partnership Agreement;
(c) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person, domestic
or foreign, or before any court, authority, agency or tribunal that (i)
challenges the acquisition of Securities pursuant to the Offer or otherwise
in any manner relates to or affects the Offer or (ii) in the reasonable
judgment of AT&T Capital, would or might materially and adversely affect
the business, conditions (financial or otherwise), income, operations or
prospects of AT&T Capital or any of its subsidiaries, or otherwise
materially impair in any way the contemplated future conduct of the
business of AT&T Capital or any of its subsidiaries or materially impair
the contemplated benefits of the Offer to AT&T Capital;
(d) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or AT&T Capital
or any of its subsidiaries, by any legislative body, court, authority,
agency or tribunal that, in AT&T Capital's reasonable judgment, would or
might directly or indirectly (i) make the acceptance for payment of, or
payment for, some or all of the Securities illegal or otherwise restrict or
prohibit consummation of the Offer; (ii) delay or restrict the ability of
AT&T Capital, or render
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AT&T Capital unable, to accept for payment or pay for some or all of the
Securities; (iii) materially impair the contemplated benefits of the Offer
to AT&T Capital (including materially increasing the effective interest
cost of certain types of unsecured debt); or (iv) materially affect the
business, condition (financial or otherwise), income, operations or
prospects of AT&T Capital or any of its subsidiaries, or otherwise
materially impair in any way the contemplated future conduct of the
business of AT&T Capital or any of its subsidiaries;
(e) there shall have occurred (i) any significant decrease in the
market price of the Securities; (ii) any change in the general political,
market, economic or financial conditions in the United States, Canada or
other foreign countries that, in the reasonable judgment of AT&T Capital,
would or might have a material adverse effect on AT&T Capital's business,
operations, prospects or ability to obtain financing generally or the
trading in the Securities or other equity securities of AT&T Capital or its
affiliates; (iii) the declaration of a banking moratorium or any suspension
of payments in respect of banks in the United States or any limitation on,
or any event that, in AT&T Capital's reasonable judgment, would or might
affect the extension of credit by lending institutions in the United
States; (iv) the commencement of war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States; (v) any general suspension of trading in, or limitation on
prices for, securities on any national securities exchange or in the over-
the-counter market; (vi) in the case of any of the foregoing existing at
the time of the commencement of the Offer, in AT&T Capital's reasonable
judgment, a material acceleration or worsening thereof; or (vii) a decline
in the ratings accorded any of AT&T Capital's securities by Standard &
Poor's Rating Services ('S&P'), Moody's Investors Service, Inc.
('Moody's'), Duff & Phelps, Inc. ('D&P') or Fitch Investor Services Inc.
('Fitch') or that S&P, Moody's, D&P or Fitch has announced that it has
placed any such rating under surveillance or review with negative
implications; or
(f) there shall have occurred any event or events that have resulted,
or in AT&T Capital's reasonable judgment may result, in an actual or
threatened change in the business, conditions (financial or otherwise),
income, operations, stock ownership or prospects of AT&T Capital or any of
its subsidiaries;
and, in the sole judgment of AT&T Capital, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance for
payment or payment.
The foregoing conditions are for the sole benefit of AT&T Capital and may
be asserted by AT&T Capital regardless of the circumstances (including any
action or inaction by AT&T Capital) giving rise to any such condition, and any
such condition may be waived by AT&T Capital, in whole or in part, at any time
and from time to time in its sole discretion. The failure by AT&T Capital at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determination by AT&T Capital
concerning the above will be final and binding on all parties.
EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
AT&T Capital expressly reserves the right, in its sole discretion, subject
to applicable law, to (i) terminate the Offer, and not accept for payment any
Securities tendered in the Offer and promptly return such Securities upon the
failure of any of the conditions specified above under ' -- Certain Conditions
of the Offer,' (ii) waive any condition to the Offer (other than the Requisite
Consent Condition) and accept for payment all Securities previously tendered
pursuant to the Offer, (iii) extend the Expiration Date of the Offer and retain
all Securities tendered pursuant to the Offer until the Expiration Date (as
extended), subject to all withdrawal rights of holders described above under
' -- Withdrawal Rights,' or (iv) amend any of the terms of the Offer, including,
without limitation, increasing or decreasing the consideration offered in the
Offer to holders of Securities. There can be no assurance, however, that AT&T
Capital will exercise its right to extend the Offer. During any such extension,
all Securities previously tendered will remain subject to the Offer, except to
the extent that such Securities may be withdrawn as set forth in ' -- Withdrawal
Rights' above.
AT&T Capital also expressly reserves the right, in its sole discretion, to,
among other things, terminate the Offer and not accept for payment or pay for
any Securities tendered, subject to Rule 14e-1(c) under the Exchange Act, which
requires AT&T Capital either to pay the consideration offered or to return the
Securities tendered promptly after the termination or withdrawal of the Offer
upon the
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occurrence of any of the conditions specified in ' -- Certain Conditions of the
Offer' above by giving oral or written notice of such termination to the
Depositary, and making a public announcement thereof.
Subject to compliance with applicable law, AT&T Capital further reserves
the right, in its sole discretion, to amend the Offer in any respect. Amendments
to the Offer may be made at any time and/or from time to time and effected by
public announcement thereof. Such announcement, in the case of an extension,
shall be issued no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Any public
announcement made pursuant to the Offer will be disseminated promptly to holders
of Trust Preferred Securities affected thereby in a manner reasonably designed
to inform such holders of Trust Preferred Securities of such change. Without
limiting the manner in which AT&T Capital may choose to make a public
announcement, except as required by applicable law, AT&T Capital shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service.
If AT&T Capital materially changes the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, AT&T Capital will extend the Offer to the extent required by Rules
14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. Those rules require that
the minimum period during which the Offer must remain open following material
changes in the terms of the Offer or information concerning the Offer (other
than a change in price or in percentage of securities sought) will depend on the
facts and circumstances, including the relative materiality of such changes.
With respect to a change in price or, subject to certain limitations, a change
in the percentage of securities sought, a minimum ten business day period from
the day of such change is generally required to allow for adequate dissemination
to holders of Trust Preferred Securities. In the case of any amendment,
withdrawal or termination of the Offer, a public announcement will be issued no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. If AT&T Capital withdraws or terminates
the Offer, it will give immediate notice to the Information Agent and the Dealer
Manager, and the Securities tendered pursuant to the Offer will be returned
promptly to the tendering holders thereof. For purposes of the Offer, a
'business day' means any day other than a Saturday, Sunday, or a federal holiday
and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York
City time.
THE CONSENT SOLICITATION
THE SOLICITATION
In conjunction with the Offer, AT&T Capital hereby solicits Consents from
the holders of record of Trust Preferred Securities as of the Record Date (which
is July 20, 1998) to the Proposed Amendments, which consist of amendments to
(i) the Limited Partnership Agreement providing for an early redemption of the
Partnership Preferred Securities, and (ii) the Indentures providing for an early
redemption of the Debentures, in each case as described below under ' -- The
Proposed Amendments.' The proper tender of Trust Preferred Securities by such
holders shall constitute the giving of a Consent by holders with respect to
their tendered Trust Preferred Securities. Holders of Trust Preferred Securities
who acquire such Trust Preferred Securities after the Record Date shall have the
right to tender their Trust Preferred Securities pursuant to the Offer, but
shall not have the right to provide Consents. A holder of Trust Preferred
Securities as of the Record Date will be permitted to provide such holder's
Consent even if such holder does not tender Trust Preferred Securities pursuant
to the Offer. NO SEPARATE PAYMENTS WILL BE MADE FOR CONSENTS.
The Offer is conditioned upon the satisfaction of the Requisite Consent
Condition and certain other conditions. See 'Terms of the Offer -- Certain
Conditions of the Offer.'
REQUISITE CONSENTS
The Indentures permit the Proposed Amendments to the Indentures to be
adopted if the registered holders of all of the Debentures affected thereby
consent thereto. All of the Debentures are held of record by the Partnership.
AT&T Capital, as the General Partner, is required by the terms of the Limited
Partnership Agreement to obtain the approval of holders of at least a majority
in liquidation preference of the Partnership Preferred Securities prior to the
General Partner's delivery of such consent, provided that, if (as is the case)
the Property Trustee is the holder of the Partnership Preferred
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Securities, the General Partner's consent will not be effective without the
delivery of the Requisite Consents from holders of the Securities as of the
Record Date.
Similarly, the Limited Partnership Agreement permits the Proposed Amendment
to the Limited Partnership Agreement to be adopted if the registered holders of
a majority in liquidation preference of the Partnership Preferred Securities
consent thereto, provided that, if (as is the case) the Property Trustee is the
holder of the Partnership Preferred Securities, any consent by the Property
Trustee (as the registered holder of all of the Partnership Preferred
Securities) will not be effective without the delivery of the Requisite Consents
from holders of the Securities as of the Record Date.
As provided by the terms of the Trust's Amended and Restated Declaration of
Trust, dated as of October 22, 1996 (the 'Declaration of Trust'), AT&T Capital
and its affiliates will not be entitled to consent with respect to any Trust
Preferred Securities held by them and such Securities will be treated as if they
were not outstanding for purposes of the Proposed Amendments. Except as set
forth under the caption 'Transactions and Agreements Concerning the
Securities -- Current Transactions Concerning the Securities,' neither AT&T
Capital nor any of its affiliates owns any Trust Preferred Securities. As
described above under 'Terms of the Offer -- Certain Conditions of the Offer,'
AT&T Capital will not accept and pay for any Securities pursuant to the Offer
(and therefore will not be the owner of such Securities) until and after the
Proposed Amendments have been adopted.
Based on the foregoing, the Proposed Amendments will be adopted if holders
of record of Trust Preferred Securities as of the Record Date representing not
less than a majority in liquidation amount of all outstanding Trust Preferred
Securities have given Consents (i.e., the Requisite Consent Condition has been
satisfied). As of the Record Date, there were issued and outstanding 8,000,000
Trust Preferred Securities. Accordingly, the Requisite Consents for the Trust
Preferred Securities will require Consents of the holders of 4,000,001 or more
of the outstanding Trust Preferred Securities.
PROCEDURES FOR CONSENTING
All of the Trust Preferred Securities are held in book-entry form through
DTC Participants. The proper tender of Trust Preferred Securities by holders of
such Trust Preferred Securities as of the Record Date shall constitute the
giving of a Consent by such holders with respect to such Trust Preferred
Securities. See 'Terms of the Offer -- Procedures for Tendering Securities.' Any
beneficial owner of Trust Preferred Securities as of the Record Date who wishes
to provide Consents with respect to such Trust Preferred Securities without
tendering such owner's Trust Preferred Securities should contact its DTC
Participant through which such beneficial owner holds its Trust Preferred
Securities promptly and instruct such DTC Participant to provide Consents on
such beneficial owner's behalf pursuant to the procedures described herein.
As soon as practicable after the date of this Offer, DTC will deliver an
Omnibus Proxy with respect to the Trust Preferred Securities to the Depositary.
The Omnibus Proxy will assign the Consent rights of Cede & Co., DTC's nominee
that holds the Trust Preferred Securities, to the DTC Participants to whose
accounts the Trust Preferred Securities are credited on the Record Date. In
order to provide Consents pursuant to an Omnibus Proxy on behalf of beneficial
owners of Trust Preferred Securities not tendering, each DTC Participant should
complete and sign the Letter of Transmittal and Consent and mail or deliver such
Letter of Transmittal and Consent to the Depositary. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of the Letter
of Transmittal and Consent. The failure of a DTC Participant to deliver a
Consent (including a 'broker non-vote' resulting from the failure of such DTC
Participant to receive instructions from a beneficial owner of Trust Preferred
Securities) will have the effect of a vote against the Proposed Amendments.
If the Requisite Consents are received with respect to the Trust Preferred
Securities, AT&T Capital, the Subsidiary Issuers, the Indenture Trustee and the
Property Trustee shall as soon as practicable (but in no event sooner than 20
business days after the mailing of this Offer to Purchase and Consent
Solicitation) execute the Proposed Amendments. To the extent adopted, the
Proposed Amendments shall take effect immediately prior to AT&T Capital's
acceptance and payment for all Securities validly tendered pursuant to the
Offer.
A holder as of the Record Date who previously tendered Trust Preferred
Securities may not validly revoke a Consent unless such holder validly withdraws
such holder's previously tendered Trust Preferred Securities in the manner
described above under 'Terms of the Offer -- Withdrawal Rights.' If
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such withdrawal is effected before the Expiration Date, the valid withdrawal by
such holder of Trust Preferred Securities shall constitute the concurrent valid
revocation of such holder's Consent. Consents provided by holders as of the
Record Date who do not tender Trust Preferred Securities pursuant to the Offer
may be revoked by the holder providing such Consents at any time before the
Expiration Date. Consents may be revoked by delivering to the Depositary a
written notice of revocation or another form of Consent bearing a date later
than the date of the Consent.
THE PROPOSED AMENDMENTS
The Proposed Amendments consist of the following amendments:
(a) The Limited Partnership Agreement, pursuant to which the
Partnership Preferred Securities were issued, is to be amended to provide
that (i) the Partnership may optionally redeem the Partnership Preferred
Securities on or after June 30, 1998, rather than (as currently provided)
on or after October 1, 2006, (ii) in connection with the Offer, the
Partnership shall not be required to give any advance notice (except as
provided in this Offer to Purchase and Consent Solicitation) of the
exercise of its optional redemption right thereunder, and (iii) the
Partnership will allocate to the Trust its proportionate share of any gain
realized by the Partnership on the optional redemption of the Debentures in
the manner described herein; and
(b) The Indentures, pursuant to which the Debentures have been issued,
are to be amended to provide that (i) each of AT&T Capital and the
Subsidiary Issuers may optionally redeem their related Debentures on or
after June 30, 1998, rather than (as currently provided) on or after
September 30, 2006, and (ii) in connection with the Offer, each of AT&T
Capital and the Subsidiary Issuers shall not be required to give any
advance notice (except as provided in this Offer to Purchase and Consent
Solicitation) of the exercise of its respective optional redemption right
thereunder.
The text of the Proposed Amendments are attached as Annex A to this Offer
to Purchase and Consent Solicitation and the foregoing statements in respect
thereof are summaries of the substance or general effect of certain provisions
of the Indentures, the Limited Partnership Agreement and the Proposed Amendments
and are qualified in their entirety by reference to the Indentures, the Limited
Partnership Agreement and Annex A.
OPTIONAL REDEMPTION OF NON-TENDERED SECURITIES
Concurrently with AT&T Capital's purchase of Securities tendered pursuant
to the Offer and adoption of the Proposed Amendments, AT&T Capital will and
hereby does exercise its (and will and hereby does cause each of the Subsidiary
Issuers and the Partnership to exercise their respective) optional redemption
rights under the Indentures and the Limited Partnership Agreement (each as
amended by the Proposed Amendments), which in turn will cause the optional
redemption of any and all Trust Preferred Securities that have not been validly
tendered in the Offer. Holders of Trust Preferred Securities who do not tender
their Securities in the Offer will receive 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 Redemption Price is less than the Purchase Price
being offered by AT&T Capital for the tender of Securities in the Offer. If
holders of Securities fail to validly tender their Securities in the Offer, and
AT&T Capital obtains the Requisite Consents upon the terms and conditions of the
Offer, and AT&T Capital accepts for payment and purchases Securities tendered
pursuant to the Offer, then such non-tendering holders will only receive the
Redemption Price, plus accrued and unpaid distributions thereon, for Securities
that have not been validly tendered in the Offer. If Requisite Consents are
received, AT&T Capital will issue a press release announcing its receipt of such
Requisite Consents, which announcement will be made at least five business days
prior to the Expiration Date (and, if necessary, AT&T Capital will extend the
scheduled Expiration Date so that five business days remain in the Offer period
following such announcement during which non-tendering holders may tender their
Securities).
As described under ' -- The Proposed Amendments,' the Proposed Amendments
will permit AT&T Capital, the Subsidiary Issuers and the Partnership to redeem
their respective Debentures and the Partnership Preferred Securities immediately
upon the effectiveness of the Proposed Amendments (without any further action
required on their part).
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SPECIAL FACTORS
REASONS FOR, AND PURPOSE AND EFFECTS OF, THE OFFER AND CONSENT SOLICITATION
Reasons for the Offer and Consent Solicitation. The Trust Preferred
Securities were originally issued to provide AT&T Capital and its subsidiaries
with long-term capitalization that AT&T Capital's management believed would be
treated by national statistical rating organizations such as S&P or Moody's, in
part or in full, as additional equity capitalization. AT&T Capital's management
believed such 'equity treatment' would lower AT&T Capital's debt-to-equity
ratio, which is a factor in such national statistical rating organizations'
credit ratings analyses of AT&T Capital and, as a result of AT&T Capital's
becoming an indirect wholly owned subsidiary of Newcourt on January 12, 1998, of
Newcourt. Any upgrades in the credit ratings of AT&T Capital's and Newcourt's
short-term or long-term debt would generally decrease AT&T Capital's cost of
borrowing, particularly if any such rating is in a general rating category that
signifies that the relevant debt of AT&T Capital is in a higher investment grade
rating category. As of the date hereof, AT&T Capital's and Newcourt's long-term
credit ratings by S&P and Moody's are BBB and Baa3, respectively.
However, AT&T Capital's and Newcourt's management subsequently became aware
that Moody's did not give AT&T Capital significant 'equity treatment' in respect
of the Trust Preferred Securities. After considering alternatives such as
defeasement or a sinking fund structure in respect of the Trust Preferred
Securities (which alternatives would have been more costly to AT&T Capital),
AT&T Capital's and Newcourt's management determined that the Trust Preferred
Securities should be fully redeemed. AT&T Capital's and Newcourt's management
believe that such redemption (in conjunction with a recent Newcourt equity
placement, a portion of which was contributed to AT&T Capital) would strengthen
the consolidated financial condition of AT&T Capital and its subsidiaries by
reducing their outstanding aggregate consolidated indebtedness, and such
reduction would lower AT&T Capital's consolidated debt-to-equity ratio, thereby
possibly resulting in improved credit ratings for AT&T Capital and Newcourt.
Purpose of the Offer and Consent Solicitation. The purpose of the Offer is
to acquire all of the issued and outstanding Trust Preferred Securities. The
purpose of the Consent Solicitation is to cause the adoption of the Proposed
Amendments. Concurrently with the adoption of the Proposed Amendments, the
Debentures and the Partnership Preferred Securities will be optionally redeemed,
which in turn will cause the optional redemption of any and all Trust Preferred
Securities that have not been tendered in the Offer. Following the receipt of
the Requisite Consents and the consummation of the Offer and the Consent
Solicitation in accordance with their respective terms, there will not be any
Trust Preferred Securities that remain outstanding.
As described above under 'The Consent Solicitation -- The Proposed
Amendments,' the Trust Preferred Securities are currently subject to an optional
redemption starting in October 1, 2006. However, as further described above
under 'The Consent Solicitation -- Requisite Consents,' the optional redemption
provisions of the governing Indentures, the Limited Partnership Agreement and
the Declaration of Trust permit such optional redemption provisions to be
amended with the receipt of the Requisite Consents from the holders of Trust
Preferred Securities. As stated above, AT&T Capital's and Newcourt's management
believe that it is in the best interests of AT&T Capital and its subsidiaries to
make the Offer and the Consent Solicitation and cause the early redemption of
all of the outstanding Trust Preferred Securities.
Effects of the Offer and Consent Solicitation. Securities validly tendered
to the Depositary pursuant to the Offer and not withdrawn in accordance with the
procedures set forth herein shall be held until the Expiration Date (or returned
to the extent the Offer is terminated in accordance herewith). To the extent the
Proposed Amendments are approved and the Securities tendered are accepted for
payment and paid for in accordance with the terms hereof, AT&T Capital, the
Subsidiary Issuers and the Partnership will optionally redeem the Debentures and
Partnership Preferred Securities, respectively, which in turn will cause the
optional redemption of any and all Trust Preferred Securities that have not been
tendered in the Offer. Following the consummation of the Offer and the Consent
Solicitation in accordance with their respective terms, there will not be any
Trust Preferred Securities that remain
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outstanding. As a result, there will no longer be a trading market for the Trust
Preferred Securities and the Trust Preferred Securities will no longer be listed
on the NYSE.
AT&T Capital has registered the Trust Preferred Securities and the
Partnership Preferred Securities (and the related guarantees by AT&T Capital)
under the Exchange Act. In addition, AT&T Capital has qualified each of the
Declaration of Trust and the Limited Partnership Agreement (and the related
guarantees by AT&T Capital) under the Trust Indenture Act of 1939. The
consummation of the Offer and the Consent Solicitation will result in the Trust
Preferred Securities and the Partnership Preferred Securities (and the related
guarantees by AT&T Capital) becoming eligible for deregistration under the
Exchange Act. Registration of such securities may be terminated upon application
of AT&T Capital to the Commission if such securities are not listed on a
national securities exchange and there are fewer than 300 record holders. As
noted above, following the consummation of the Offer and the Consent
Solicitation, there will not be any Trust Preferred Securities that remain
outstanding. However, AT&T Capital will continue to be subject to the reporting
requirements under the Exchange Act based on other publicly-held debt securities
of AT&T Capital that remain outstanding.
Each holder is urged to read the caption 'Certain Federal Income Tax
Consequences' below for a general discussion of the United States federal income
tax consequences of a sale or redemption of the Trust Preferred Securities. EACH
HOLDER SHOULD ALSO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCES OF THE OFFER AND CONSENT SOLICITATION TO THEM, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL AND FOREIGN LAWS.
FAIRNESS OF THE OFFER AND CONSENT SOLICITATION
Under the terms of the Indentures, the Limited Partnership Agreement and
the Trust's Declaration of Trust, the holders of the Trust Preferred Securities
have agreed that AT&T Capital, the Subsidiary Issuers and the Partnership may
effect certain amendments to such agreements (including the Proposed Amendments
to accelerate the early redemption dates of the Debentures and the Partnership
Preferred Securities) so long as holders of Securities representing at least a
majority in liquidation amount of all of the outstanding Trust Preferred
Securities consent thereto. See 'The Consent Solicitation -- The Proposed
Amendments.' Because the Proposed Amendments are being made in accordance with
the terms of such agreements and require the prior satisfaction of the Requisite
Consent Condition, AT&T Capital's and Newcourt's management believe that none of
the Related Parties has any fiduciary or other special obligations to ensure the
fairness of the terms of the Offer and Consent Solicitation to the holders of
the Securities, other than to ensure that the Offer and Consent Solicitation
comply with the terms and conditions of the governing agreements.
However, in determining whether to effect the Offer and Consent
Solicitation, the Related Parties considered the following factors: (i) the fact
that the Offer and Consent Solicitation is conditioned upon the satisfaction of
the Requisite Consent Condition, which requires the approval of at least a
majority of holders of Securities that are not affiliated with the Related
Parties; (ii) the fact that the terms of the Indentures, the Limited Partnership
Agreement and the Trust's Declaration of Trust permit the Related Parties to
effect the Proposed Amendments upon the satisfaction of the Requisite Consent
Condition; (iii) the fact that the Purchase Price to be paid to tendering
holders and the Redemption Price to be paid to non-tendering holders each
represents a significant premium to the $25 per Security liquidation amount that
such holders would receive upon a redemption of the Securities in accordance
with their terms; (iv) the fact that the Purchase Price to be paid to tendering
holders represents a premium of $2.94 per Security or approximately 11% over
$26.75 (the closing sale price for Trust Preferred Securities as reported on the
NYSE on May 20, 1998, the last trading day prior to the first public
announcement by Newcourt that it was considering the redemption of the
Securities) and $1.94 per Security or approximately 7% over $27.75 (the closing
sale price for Trust Preferred Securities as reported on the NYSE on July 23,
1998, the most recent practicable trading day prior to the commencement of the
Offer); (v) the fact that the tendering holders will not pay any commission or
fee with respect to the sale or redemption of their Securities pursuant to the
Offer and Consent Solicitation; (vi) the fact that AT&T Capital is inviting
tenders of all of the Trust Preferred Securities and thereby making available
the Purchase Price for tendered Securities to all holders of Securities (which
Purchase Price, as noted herein, is higher than the Redemption Price to be
otherwise paid to holders in the event
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of the redemption of any non-tendered Securities in accordance with the terms of
the Offer); and (vii) the fact that, following the consummation of the Offer and
Consent Solicitation, no Trust Preferred Securities will remain outstanding, the
operation of the Trust will be terminated and AT&T Capital will not be retaining
the Securities for any future benefit that could otherwise accrue to the holders
of the Securities. As a result of the foregoing factors, the Related Parties
reasonably believe that the Offer and Consent Solicitation are fair to all
holders of the Trust Preferred Securities.
In view of the variety of factors considered in connection with its
determination whether to effect the Offer and Consent Solicitation, none of the
Related Parties deemed it practicable to and did not quantify or otherwise
assign relative weights to the specific factors considered in reaching its
determination. In making its determination as to whether to effect the Offer and
Consent Solicitation, none of the Related Parties deemed the following factors
relevant or applicable to its determination of the fairness of such Offer and
Consent Solicitation to the holders of Trust Preferred Securities: whether the
Purchase Price to be paid to tendering holders constitutes fair value in
relation to (i) net book value of the Trust, (ii) going concern value of the
Trust, (iii) liquidation value of the Trust, and (iv) the purchase price paid in
any previous purchases by any of the Related Parties of Trust Preferred
Securities.
Neither the Related Parties nor any members of their respective Boards of
Directors or Trustees or General Partner retained any unaffiliated
representative to act solely on behalf of the holders of Trust Preferred
Securities for the purposes of negotiating the terms of the Offer and Consent
Solicitation and/or preparing a report concerning the fairness of such
transaction. In addition, none of the Related Parties has received any report,
opinion or appraisal from an outside party which is materially related to the
Offer and Consent Solicitation, including, but not limited to, any such report,
opinion or appraisal relating to the consideration or the fairness of the
consideration to be offered to the holders of Trust Preferred Securities or the
fairness of the Offer and Consent Solicitation to the Related Parties. Because
no separate fairness opinion or report was received by the Related Parties and,
as noted above, only a limited analysis was undertaken by the Related Parties to
determine the Purchase Price, it is possible that other valuations of the
Securities may indicate that the Securities should be valued at an amount higher
(and possibly significantly higher) than the Purchase Price being offered
hereby.
NO RECOMMENDATION
Neither the Related Parties, their respective Boards of Directors or
Trustees or General Partner, nor any of their respective officers makes any
recommendation to any holder of Trust Preferred Securities as to whether to
tender any or all Securities or to consent to the Proposed Amendments. Each
holder must make his or her own decision as to whether to tender Securities and,
if so, how many Securities to tender, or to consent to the Proposed Amendments.
The Partnership, the Trust and the Subsidiary Issuers are controlled by
AT&T Capital, as the Partnership's General Partner, as the sole holder of the
Trust's common securities and as the sole stockholder of the Subsidiary Issuers,
respectively. See 'Transactions and Agreements Concerning the Securities -- Past
Transactions Concerning the Securities.' Based on the lack of independence of
each of the Partnership, the Trust and the Subsidiary Issuers, neither the
Partnership, the Trust nor each Subsidiary Issuer is able to take a position
with respect to the Offer and the Consent Solicitation and therefore makes no
recommendation to any holder of Trust Preferred Securities as to whether to
tender any or all of its Trust Preferred Securities or to consent to the
Proposed Amendments.
PRICE RANGE OF SECURITIES; DISTRIBUTIONS
The Trust Preferred Securities are traded on the NYSE under the symbols
'TCCPR' or 'TCDPR.' The last reported sale price on the NYSE, as of the close of
business on July 23, 1998, was $27.75.
HOLDERS OF SECURITIES ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SECURITIES.
The following table sets forth the high and low sales prices of Trust
Preferred Securities on the NYSE, as reported by the NYSE, and the cash
distributions paid thereon for the fiscal quarters indicated.
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DISTRIBUTIONS AND PRICE RANGES OF TRUST PREFERRED SECURITIES
BY QUARTERS (1996, 1997 AND 1998)
<TABLE>
<CAPTION>
1996 --
QUARTER 1997 -- QUARTERS 1998 -- QUARTERS
--------- ------------------------------------ ----------------
4TH 1ST 2ND 3RD 4TH 1ST 2ND
--------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Distributions per security................... $ 0.42 $ 0.57 $ 0.57 $ 0.57 $ 0.57 $ 0.57 $ 0.57
Market Price -- $ per security
-- High................................ 26.13 26.63 26.00 27.00 27.13 27.69 28.38
-- Low................................. 24.75 25.25 24.94 25.69 25.81 26.63 26.56
</TABLE>
Distributions on Trust Preferred Securities are cumulative, accrued from
the date of initial issuance and are payable quarterly in arrears on each of
March 31, June 30, September 30, and December 31, commencing on December 31,
1996, if, as and when available for payment, by the Property Trustee, except as
otherwise described below. If distributions are not paid when scheduled, the
accrued distributions shall be paid to the holders of record of Trust Preferred
Securities as they appear on the books and records of the Trust on the record
date with respect to the payment date for the Trust Preferred Securities which
corresponds to the payment date fixed by the Partnership with respect to the
payment of cumulative distributions on the Partnership Preferred Securities.
Distributions on the Trust Preferred Securities will be made to the extent
that the Trust has funds available for the payment of such distributions in a
property account of the Trust. Amounts available to the Trust for distribution
to the holder of Trust Preferred Securities are limited to payments received by
the Trust from the Partnership with respect to the Partnership Preferred
Securities (or from AT&T Capital's guarantee in respect thereof). Distributions
on the Partnership Preferred Securities are paid only if, as and when declared
in the sole discretion of AT&T Capital, as the General Partner of the
Partnership. Pursuant to the Limited Partnership Agreement, the General Partner
is not obligated to declare distributions on the Partnership Preferred
Securities at any time, including upon or following certain partnership events.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of the United States federal income
tax consequences of a sale or redemption of the Trust Preferred Securities. This
discussion is based on the Internal Revenue Code of 1986 (the 'Code'), as well
as the final, temporary and proposed Treasury regulations promulgated
thereunder, and any relevant administrative rulings or pronouncements and
judicial decisions, all as in effect on the date hereof and all of which are
subject to change, possibly retroactively. The following discussion is directed
solely to beneficial owners of Trust Preferred Securities ('Security Owners')
who are United States Persons (as defined below) and who hold their Trust
Preferred Securities as capital assets within the meaning of Section 1221 of the
Code. This discussion is only a general summary of the United States federal
income tax matters described herein and does not purport to address all of the
United States federal income tax consequences that may be relevant to a
particular Security Owner in light of that Security Owner's specific
circumstances. In addition, the following summary does not describe the United
States federal income tax consequences that may be relevant to certain types of
Security Owners, such as banks, insurance companies, regulated investment
companies, real estate investment trusts, dealers in securities or tax exempt
organizations, who may be subject to special rules or treatment under the Code.
This summary also does not discuss any alternative minimum tax consequences or
any state, local or foreign tax consequences that may be relevant to a sale or
redemption of the Trust Preferred Securities.
For purposes of this discussion, the term 'United States Person' means a
Security Owner who is (i) a citizen or resident of the United States, (ii) a
corporation or partnership created or organized in the United States or under
the laws of the United States or of any state, (iii) an estate the income of
which is subject to United States federal income taxation regardless of its
source, or (iv) a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust and one or more United
States Persons have the authority to control all substantial decisions of such
trust.
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SECURITY OWNERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX
CONSEQUENCES TO THEM OF A SALE OR REDEMPTION OF THEIR TRUST PREFERRED SECURITIES
UNDER UNITED STATES FEDERAL INCOME TAX LAW, AS WELL AS THE LAW OF ANY RELEVANT
STATE, LOCAL OR FOREIGN JURISDICTION.
SALE OF TRUST PREFERRED SECURITIES PURSUANT TO THE OFFER
AT&T Capital intends to take the position for United States federal income
tax purposes that the entire Purchase Price paid to tendering Security Owners is
proceeds paid to such Security Owners in respect of their Trust Preferred
Securities. If this treatment is respected for such purposes, a Security Owner
will recognize gain or loss on the sale of such Security Owner's Trust Preferred
Securities pursuant to the Offer in an amount equal to the difference between
the Purchase Price received by such Security Owner in respect of such Trust
Preferred Securities and such Security Owner's adjusted tax basis in such Trust
Preferred Securities. A Security Owner's adjusted tax basis in its Trust
Preferred Securities generally will equal the amount such Security Owner paid
for such Trust Preferred Securities, plus its pro rata share of the Partnership
income that was allocated to the Trust and minus the amount of distributions
such Security Owner has received in respect of such Trust Preferred Securities.
Generally, any gain or loss recognized by a Security Owner on the sale of its
Trust Preferred Securities will be capital gain or loss and will be long-term
capital gain or loss if the tendering Security Owner held such Trust Preferred
Securities for more than one year immediately prior to such sale.
Security Owners should note that the Partnership will continue to allocate
to them their allocable share of Partnership net income up until the Payment
Date and such Security Owners will be required to include such amounts in gross
income as ordinary income. As discussed above, a Security Owner's adjusted tax
basis in its Trust Preferred Securities will be increased by the amount of
Partnership net income that is allocated to such Security Owner.
Although AT&T Capital intends to treat the entire Purchase Price as
proceeds paid in respect of the tendered Trust Preferred Securities, the
Internal Revenue Service ('IRS') may challenge such treatment. If the IRS were
to assert successfully that a portion of the Purchase Price was a fee paid by
AT&T Capital to Security Owners for their Consent to the Proposed Amendments
(i.e., a consent fee), Security Owners would be required to include such
recharacterized amount in gross income as ordinary income and the amount
realized by a tendering Security Owner on the sale of its Trust Preferred
Securities would be reduced accordingly.
REDEMPTION OF TRUST PREFERRED SECURITIES
If (i) AT&T Capital does not acquire all of the Trust Preferred Securities
pursuant to the Offer and (ii) the Proposed Amendments to the Indenture and the
Limited Partnership Agreement are adopted, AT&T Capital and the Subsidiary
Issuers will each redeem their respective Debentures for an amount equal to the
redemption price of such Debentures, plus an amount equal to any accrued unpaid
interest on such Debentures (collectively, the 'Aggregate Debenture Redemption
Price'). The Partnership will realize a long-term capital gain on such
redemption to the extent that the Aggregate Debenture Redemption Price exceeds
the amount that the Partnership originally paid for the Debentures, plus the
amount of any unpaid interest accrued by the Partnership with respect to the
Debentures. The Partnership will allocate such long-term capital gain
proportionately to AT&T Capital and the Trust, and the Security Owners will be
required to recognize their pro rata share of the long-term capital gain that is
allocable to the Trust. Cash distributions by the Partnership to the Trust in
respect of its Limited Partnership Interest, and by the Trust to the Security
Owners in respect of their Trust Preferred Securities, generally will not be
separately taxable except to the extent that the cash distributed to a Security
Owner in respect of its Trust Preferred Securities exceeds the Security Owner's
adjusted tax basis in such Trust Preferred Securities (which will have been
increased by the amount of Partnership gain and net income allocated to such
Security Owner as described above).
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BACKUP WITHHOLDING
Proceeds from the sale of Trust Preferred Securities pursuant to the Offer
will be subject to a 31% United States federal backup withholding tax unless the
tendering Security Owner provides the Depositary with a properly completed IRS
Form W-9 (or Substitute Form W-9) or otherwise establishes an exemption from
such backup withholding.
STATE AND LOCAL TAX CONSEQUENCES
The discussion above does not address the United States state and local tax
consequences that may be relevant to a sale or redemption of the Trust Preferred
Securities. Each Security Owner should consult with its own tax advisor
regarding these matters.
SOURCE AND AMOUNT OF FUNDS
Based on the assumption that all outstanding Trust Preferred Securities are
to be purchased by AT&T Capital pursuant to the Offer, the total amount required
by AT&T Capital to purchase the Trust Preferred Securities will be approximately
$242 million, including fees and other expenses. AT&T Capital intends to fund
the Offer and the Consent Solicitation (including the optional redemption of any
non-tendered Securities) from a capital contribution to be made to AT&T Capital
by its sole stockholder, Newcourt Credit Group USA Inc., which in turn will be
funded by its sole stockholder, Newcourt. Newcourt has recently consummated a
registered public offering of its common stock in the United States, with
aggregate net proceeds of approximately $391 million.
TRANSACTIONS AND AGREEMENTS CONCERNING THE SECURITIES
PAST TRANSACTIONS CONCERNING THE SECURITIES
The Trust and AT&T Capital. The Trust was created and exists for the sole
purpose of (i) issuing the Trust's common securities (all of which are owned by
AT&T Capital) and the Trust Preferred Securities, (ii) investing the proceeds
thereof accordingly, and (iii) engaging in other activities necessary or
incidental thereto.
The Trust is a statutory business trust formed under the Delaware Business
Trust Act, as amended (the 'Trust Act'), pursuant to the filing of a certificate
of trust with the Secretary of State of the State of Delaware and a declaration
of trust, as amended and restated pursuant to an Amended and Restated
Declaration of Trust, dated as of October 22, 1996 (the 'Declaration of Trust').
AT&T Capital qualified the Declaration of Trust as an indenture under the Trust
Indenture Act of 1939, as amended (the 'Trust Indenture Act').
Pursuant to the Declaration of Trust, there are initially five trustees
(the 'Trustees') for the Trust. Three of the Trustees (the 'Regular Trustees')
are Glenn A. Votek, Robert J. Ingato, and Ramon Oliu, Jr., who are all employees
or officers of or are affiliated with AT&T Capital and Newcourt. The fourth
Trustee is The First National Bank of Chicago, N.A., a financial institution
that is unaffiliated with AT&T Capital and Newcourt and is indenture trustee for
purposes of compliance with the provisions of the Trust Indenture Act (the
'Property Trustee'). Its affiliate, First Chicago Delaware Inc., a Delaware
corporation, is the Delaware Trustee and maintains its principal place of
business in the State of Delaware. AT&T Capital, as the sole holder of the
Trust's common securities, may remove or substitute the current Property Trustee
and Delaware Trustee.
The Trust Preferred Securities were issued by the Trust on October 25, 1996
pursuant to an underwritten public offering registered under the Securities Act
of 1933. The Trust received aggregate proceeds of $200,000,000 in this initial
issuance of 8,000,000 Securities at a price of $25 per Security. The Trust
invested all the proceeds from this sale, together with the proceeds from AT&T
Capital's capital contribution for the Trust's common securities, in the
Partnership Preferred Securities and the Trust's assets currently consist
exclusively of the Partnership Preferred Securities.
The payment of distributions by the Trust and payments on liquidation of
the Trust or the redemption of Trust Preferred Securities are guaranteed by AT&T
Capital, to the extent the Trust has
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funds available therefor, pursuant to the Trust Preferred Securities Guarantee
Agreement, dated as of October 25, 1996 (the 'Trust Guarantee'), made by AT&T
Capital to The First National Bank of Chicago, N.A., as the Trust Guarantee
Trustee. AT&T Capital qualified the Trust Guarantee as an indenture under the
Trust Indenture Act and the Trust Guarantee Trustee holds the Trust Guarantee
for the benefit of the holders of Trust Preferred Securities. AT&T Capital, as
the sole holder of the Trust's common securities, may also remove or substitute
the current Trust Guarantee Trustee.
AT&T Capital paid all fees and expenses related to the organization and
operations of the Trust (including any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States or any other domestic taxing authority upon the Trust) and
the offering of the Trust Preferred Securities and is currently responsible for
all debts and obligations of the Trust (other than with respect to the Trust
Preferred Securities).
For so long as the Trust Preferred Securities remain outstanding, AT&T
Capital has covenanted in the Declaration of Trust (i) to maintain directly 100%
ownership of the Trust's common securities, (ii) to cause the Trust to remain a
statutory business trust and not to voluntarily dissolve, wind-up, liquidate or
be terminated, except as permitted by the Declaration of Trust, (iii) to use its
commercially reasonable efforts to ensure that the Trust will not be an
'investment company' for purposes of the Investment Act of 1940, as amended (the
'1940 Act'), and (iv) to take no action which would be reasonably likely to
cause the Trust to be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes.
The location of the principal executive office of the Trust is Capita
Preferred Trust c/o AT&T Capital Corporation, 44 Whippany Road, Morristown, NJ
07962, and its telephone number is (973) 397-3000. The principal executive
office of the Delaware Trustee is First Chicago Delaware Inc. c/o FCC National
Bank, 300 King Street, Wilmington, Delaware 19801.
The Partnership and AT&T Capital. The Partnership is managed by the General
Partner and was created and exists for the sole purpose of (i) issuing
Partnership Preferred Securities, (ii) investing the proceeds thereof
accordingly, and (iii) engaging in other activities necessary or incidental
thereto.
The Partnership is a limited partnership that was formed under the Delaware
Revised Uniform Limited Partnership Act, as amended (the 'Partnership Act'), on
August 29, 1996. Pursuant to the certificate of limited partnership, as amended,
and the Limited Partnership Agreement, AT&T Capital is the sole General Partner
of the Partnership. AT&T Capital qualified the Limited Partnership Agreement as
an indenture under the Trust Indenture Act.
The Trust purchased the Partnership Preferred Securities from the
Partnership on October 25, 1996 and the Partnership contemporaneously invested
all the proceeds from this sale, together with the proceeds from the General
Partner's capital contribution, in the Debentures and a limited amount of
Eligible Debt Securities. The Partnership's assets currently consist exclusively
of the Debentures and the Eligible Debt Securities.
The payment of distributions by the Partnership (if, as and when declared)
and payments on liquidation of the Partnership or the redemption of Partnership
Preferred Securities are also guaranteed by AT&T Capital, to the extent the
Partnership has funds available therefor, pursuant to the Partnership Guarantee
Agreement, dated as of October 25, 1996 (the 'Partnership Guarantee'). The
General Partner holds the Partnership Guarantee for the benefit of the Trust, as
the sole holder of Partnership Preferred Securities.
The Limited Partnership Agreement provides that the General Partner is
liable for the fees and expenses of the Partnership (including any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States or any other domestic taxing
authority upon the Partnership, and is responsible for all debts and obligations
of the Partnership (other than with respect to the Partnership Preferred
Securities).
For so long as the Partnership Preferred Securities remain outstanding,
AT&T Capital has covenanted in the Limited Partnership Agreement (i) to remain
the sole general partner of the Partnership and to maintain directly 100%
ownership of the General Partner's interest in the Partnership, which interest
shall at all times represent at least 1% of the total capital of the
Partnership; (ii) to cause the Partnership to remain a limited partnership and
not to voluntarily dissolve, liquidate,
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wind-up or be terminated, except as permitted by the Limited Partnership
Agreement, (iii) to use its commercially reasonable efforts to ensure that the
Partnership will not be an 'investment company' for purposes of the 1940 Act and
(iv) to take no action which would be reasonably likely to cause the Partnership
to be classified as an association or a publicly traded partnership taxable as a
corporation for United States federal income tax purposes.
The location of the principal executive office of the Partnership is Capita
Preferred Funding L.P. c/o AT&T Capital Corporation, 44 Whippany Road,
Morristown, NJ 07962, and its telephone number is (973) 397-3000.
CURRENT TRANSACTIONS CONCERNING THE SECURITIES
As of July 21, 1998, AT&T Capital Retirement and Savings Plan beneficially
owns 1,535 Trust Preferred Securities, which represents 0.0192% of the total
outstanding Trust Preferred Securities on July 21, 1998.
Except as set forth above, based upon the records of the Related Parties,
and upon information provided to each of Newcourt and AT&T Capital by the
persons listed on Schedule I hereto, none of the Related Parties nor, to the
knowledge of any of them, any of their respective subsidiaries, affiliates, the
persons listed on Schedule I hereto, or associates of the foregoing, owns any
Trust Preferred Security as of the date hereof or has engaged in any
transactions involving Trust Preferred Securities during the sixty business days
preceding the date hereof and therefor will not be able to tender or sell
Securities.
Except as set forth above under the captions ' -- Past Transactions
Concerning the Securities' and 'Price Range of Securities; Distributions' in
this Offer to Purchase and Consent Solicitation, none of the Related Parties
nor, to the knowledge of any of them, any of the persons listed on Schedule I
hereto or an associate of the foregoing is a party to any contract, arrangement,
understanding or relationship (whether or not legally enforceable) relating
directly or indirectly to the Offer with any other person or entity with respect
to any securities of AT&T Capital or that of the Trust (including, but not
limited to, any contract, arrangement, understanding or relationship concerning
the transfer or the voting of any of such securities, joint ventures, loan or
option arrangements, puts or calls, guaranties of loans, or the giving or
withholding of proxies).
SOLICITATION FEES, OTHER FEES AND EXPENSES
Dealer Manager Fees. Merrill Lynch will act as Dealer Manager for AT&T
Capital in connection with the Offer and the Consent Solicitation. AT&T Capital
has agreed to pay the Dealer Manager a fee equal to $0.125 per Trust Preferred
Security purchased pursuant to the Offer or otherwise prior to the consummation
of the Offer, whether or not Merrill Lynch participated in obtaining the tender
or acquisition of such Securities.
The Dealer Manager will also be reimbursed by AT&T Capital for certain
reasonable out-of-pocket expenses and will be indemnified against certain
liabilities, including certain liabilities under the federal securities laws, in
connection with the Offer and Consent Solicitation. The Dealer Manager has
rendered, is currently rendering and is expected to continue to render various
investment banking and other advisory and administrative services to AT&T
Capital, Newcourt and certain of their respective affiliates. The Dealer Manager
has received, and will continue to receive, customary compensation from AT&T
Capital, Newcourt and their respective affiliates for such services.
AT&T Capital will pay to each Soliciting Dealer (as defined below)
(including Merrill Lynch acting as a Soliciting Dealer) whose name has been
inserted in the space provided in the Letter of Transmittal and Consent for that
purpose a fee (the 'Soliciting Dealer Fee') equal to $0.375 per Security for
each of the Trust Preferred Securities tendered, accepted for payment and paid
for pursuant to the Offer; provided, however, that with respect to transactions
for beneficial owners whose ownership is equal to or exceeds 10,000 Securities,
AT&T Capital will only be obligated to pay a solicitation fee of an amount equal
to $0.250 per Security, of which 80% shall be paid to Merrill Lynch and 20% to
the designated Soliciting Dealer (which may be Merrill Lynch). In cases where no
Soliciting Dealer is designated, the Dealer Manager will be paid 100% of the
applicable Soliciting Dealer Fee.
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'Soliciting Dealer' includes (i) any broker or dealer in securities,
including the Dealer Manager in its capacity as a broker or dealer, who is a
member of any national securities exchange or of the National Association of
Securities Dealers, Inc. (the 'NASD'), (ii) any foreign broker or dealer not
eligible for membership in the NASD who agrees to conform to the NASD's Rules of
Fair Practice in soliciting tenders outside the United States to the same extent
as though it were an NASD member, or (iii) any bank or trust company, any one of
whom has solicited and obtained a tender pursuant to the Offer.
Soliciting Dealers will include any of the organizations described in
clauses (i), (ii) and (iii) above even when the activities of such organizations
in connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including this Offer to Purchase and Consent Solicitation
and the applicable Letter of Transmittal and Consent, and tendering as directed
by beneficial owners thereof; provided that under no circumstances shall any fee
be paid to Soliciting Dealers more than once with respect to any Security. No
Soliciting Dealer is required to make any recommendation to holders of
Securities as to whether to tender or refrain from tendering in the Offer. No
assumption is made, in making payment to any Soliciting Dealer, that its
activities in connection with the Offer included any activities other than those
described above, and for all purposes noted in all materials relating to the
Offer, the term 'solicit' shall be deemed to mean no more than processing
Securities tendered or forwarding to customers materials regarding the Offer.
In order to receive a solicitation fee, the Soliciting Dealer must return a
Notice of Solicited Tenders to the Depositary within two NYSE trading days after
the Expiration Date. If a Notice of Solicited Tenders is not received by the
Depositary within two trading days after the Expiration Date, no solicitation
fee will be paid to such Soliciting Dealer. No Soliciting Dealer Fee shall be
payable to a Soliciting Dealer in respect of Securities (i) beneficially owned
by such Soliciting Dealer or (ii) registered in the name of such Soliciting
Dealer unless such Securities are being held by such Soliciting Dealer as
nominee and such Securities are being tendered for the benefit of one or more
beneficial owners identified on the accompanying Letter of Transmittal and
Consent. No Soliciting Dealer Fee shall be payable to a Soliciting Dealer if
such Soliciting Dealer is required for any reason to transfer any portion of
such fee to a tendering holder (other than itself).
Additional Advisors' Fees. AT&T Capital has retained First Chicago Trust
Company of New York as the Depositary and Georgeson & Company Inc. as the
Information Agent in connection with the Offer and the Consent Solicitation. The
Depositary and the Information Agent will receive reasonable and customary
compensation for their services and will also be reimbursed for reasonable
out-of-pocket expenses, including attorney fees. Neither the Depositary nor the
Information Agent has been retained to make solicitations or recommendations in
connection with the Offer.
Except as described above, neither the Related Parties nor any person
acting on their behalf has employed, retained or compensated, or intends to
employ, retain or compensate, any person or class of person to make
solicitations or recommendations to the holders of Trust Preferred Securities
concerning the Offer.
CERTAIN INFORMATION REGARDING AT&T CAPITAL AND NEWCOURT
AT&T CAPITAL
AT&T Capital Corporation, a Delaware corporation, is a full-service,
diversified equipment leasing and finance company with a presence in more than
20 countries in North America, Europe, Mexico, the Asia/Pacific Region and South
America. AT&T Capital is one of the largest equipment leasing and finance
companies in the United States and is the largest lessor of telecommunications
equipment in the United States, in each case, based on the aggregate value of
equipment leased or financed.
Except indirectly through its interest in the Partnership as the sole
General Partner, AT&T Capital does not own any Trust Preferred Securities.
However, AT&T Capital is the sole owner of all of the common securities of the
Trust.
AT&T Capital's principal offices are located at AT&T Capital Corporation,
44 Whippany Road, Morristown, New Jersey 07962-1983 and its telephone number is
(973) 397-4444.
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For a more detailed description of the business and properties of AT&T
Capital, see the descriptions thereof set forth in AT&T Capital's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997 and its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1998, each of which
is incorporated herein by reference.
NEWCOURT
Newcourt Credit Group Inc. is an independent financial services company
which originates and manages asset-based financings. Newcourt was formed in
Ontario, Canada in 1984 as an investment bank which originated and structured
asset-based financings for the corporate and institutional asset finance market
and syndicated such financings to Canadian financial institutions. In 1988,
Newcourt broadened its activities to include vendor and direct equipment
financing.
Newcourt's principal offices are located at Newcourt Credit Group Inc.,
BCE Place, 181 Bay Street, Suite 2500, P.O. Box 827, Toronto, Ontario M5J2T3 and
its telephone number is (416) 594-2400.
On January 12, 1998, Newcourt consummated its acquisition of all of the
issued and outstanding shares of AT&T Capital and AT&T Capital became an
indirect wholly-owned subsidiary of Newcourt. The aggregate purchase price paid
by Newcourt for the acquisition was approximately $1.6 billion. Of this amount,
approximately $1.0 billion was paid in cash and the remaining approximately $0.6
billion was satisfied by the issuance of approximately 17.6 million common
shares of Newcourt to the former owners of AT&T Capital.
Except indirectly through its interest in AT&T Capital as the parent
corporation, Newcourt does not own any Trust Preferred Security nor any other
securities of the Trust.
For a more detailed description of the business and properties of Newcourt,
see the descriptions thereof set forth in Newcourt's Annual Report on Form 20-F
for the fiscal year ended December 31, 1997 and its Current Report on Form 6-K
for the quarterly period ended March 31, 1998, each of which is incorporated
herein by reference.
AVAILABLE INFORMATION; INCORPORATION OF DOCUMENTS BY REFERENCE
Newcourt, AT&T Capital, the Partnership and the Trust are subject to the
periodic reporting requirements of the Exchange Act, and in accordance therewith
file reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. Reports, proxy materials and other information about
Newcourt, AT&T Capital, the Partnership and the Trust are also available at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. In connection with the Offer, each of Newcourt and AT&T Capital has filed
a Tender Offer Statement on Schedule 14D-1 and each Related Party has filed a
Rule 13E-3 Transaction Statement on Schedule 13E-3, in each case with the
Commission that include certain additional information relating to the Offer. As
noted above under 'Special Factors -- Reasons for, and Purpose and Effects of,
the Offer and Consent Solicitation -- Effects of Offer and Consent
Solicitation,' AT&T Capital will continue to be subject to the informational
requirements of the Exchange Act following the consummation of the Offer and
Consent Solicitation.
The following documents filed by Newcourt, AT&T Capital, the Partnership
and the Trust with the Commission are incorporated herein by reference and shall
be deemed to be a part hereof:
1. Newcourt's Annual Report on Form 20-F for the year ended December
31, 1997;
2. Newcourt's Current Report on Form 6-K for each of the quarterly
periods ended March 31, 1998 and March 31, 1997;
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3. AT&T Capital's Annual Report on Form 10-K for each of the years
ended December 31, 1997 and December 31, 1996;
4. AT&T Capital's Quarterly Report on Form 10-Q for each of the
quarterly periods ended March 31, 1998 and March 31, 1997;
5. The Partnership's Annual Report on Form 10-K for each of the years
ended December 31, 1997 and December 31, 1996;
6. The Partnership's Quarterly Report on Form 10-Q for each of the
quarterly periods ended March 31, 1998 and March 31, 1997;
7. The Trust's Annual Report on Form 10-K for each of the years ended
December 31, 1997 and December 31, 1996; and
8. The Trust's Quarterly Report on Form 10-Q for each of the quarterly
periods ended March 31, 1998 and March 31, 1997.
All documents and reports filed by Newcourt, AT&T Capital, the Partnership
or the Trust with the Commission pursuant to Section 13(a), 13(c), 14(a) or
15(d) of the Exchange Act after the date of this Offer to Purchase and Consent
Solicitation and on or prior to the termination of the Offer shall be deemed to
be incorporated herein by reference and shall be deemed to be a part hereof from
the date of filing of such documents and reports. Any statement contained in a
document or report incorporated or deemed to be incorporated by reference shall
be deemed to be modified or superseded for purposes of this Offer to Purchase
and Consent Solicitation to the extent that a statement contained herein or in
any subsequently filed document or report that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Offer to Purchase and Consent
Solicitation.
AT&T Capital will provide without charge, upon written or oral request, to
each person to whom a copy of this Offer to Purchase and Consent Solicitation is
delivered, a copy of any of the documents of Newcourt, AT&T Capital, the
Partnership and the Trust (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference) incorporated by reference
herein. Such requests should be directed to AT&T Capital Corporation, 44
Whippany Road, Morristown, New Jersey 07962 or telephone: (973) 397-4444,
attention of the Investor Relations Department.
SUMMARY OF FINANCIAL INFORMATION
AT&T CAPITAL
Set forth below is certain historical financial information of AT&T
Capital. The historical financial information (other than the ratios of earnings
to fixed charges) was derived from the audited financial statements included in
AT&T Capital's Annual Report on Form 10-K for each of the years ended December
31, 1997 and December 31, 1996 and from the unaudited financial statements
included in the Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1998 and March 31, 1997. Such financial statements were prepared in
accordance with U.S. generally accepted accounting principles and were presented
in U.S. dollars.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------ ----------------------------------------
1996 1997 1997 1998
---------- ---------- ----------- --------------------------
(THOUSANDS OF US DOLLARS, EXCEPT RATIOS)
(UNAUDITED)
<S> <C> <C> <C> <C>
Results of operation data:
Total revenues................................ $1,952,190 $1,814,139 $ 420,930 $ 440,937
Income before extraordinary items............. 168,539 21,007 7,428 7,258
Net income.................................... 168,539 21,007 7,428 7,258
Ratio of earnings to fixed charges............ 1.60x 1.07x 1.11x 1.10x
</TABLE>
30
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AT DECEMBER 31, AT MARCH 31,
------------------------ --------------------------
1996 1997 1997 1998
---------- ---------- ------- --------
<S> <C> <C> <C> <C>
Balance sheet data:
Total assets.................................. $8,092,512 $8,775,895 $8,027,310 $9,199,358
Total indebtedness............................ 6,464,924 7,117,994 6,590,194 7,714,683
Company-obligated preferred securities of
subsidiary.................................. 200,000 200,000 200,000 200,000
Total shareholders' equity.................... 707,307 743,779 714,472 764,039
</TABLE>
NEWCOURT
Set forth below is certain historical financial information of Newcourt.
The historical financial information (other than the ratios of earnings to fixed
charges) was derived from the audited consolidated financial statements included
in Newcourt's Annual Report on Form 20-F for the fiscal year ended December 31,
1997 and from the unaudited consolidated financial statements included in
Newcourt's Current Reports on Form 6-K for the periods ended March 31, 1998 and
March 31, 1997. Such financial statements were prepared in accordance with
Canadian generally accepted accounting principles and were presented in Canadian
dollars.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
----------------------- -----------------------------
1996 1997 1997 1998
-------- --------- ----------- ------------
(THOUSANDS OF CANADIAN DOLLARS, EXCEPT RATIOS)
(UNAUDITED)
<S> <C> <C> <C> <C>
Results of operation data:
Total revenues................................ $171,589 $318,435 $48,665 $324,764
Income before extraordinary items............. 50,681 36,421 14,125 42,388
Net income.................................... 50,681 36,421 14,125 42,388
Ratio of earnings to fixed charges............ 1.70x 1.12x 1.71x 1.33x
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31, AT MARCH 31,
------------------------ ------------------------
1996 1997 1997 1998
---------- ---------- --------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Balance sheet data:
Total assets.................................. $2,213,376 $6,183,016 $2,247,460 $ 18,988,082
Total indebtedness............................ 1,592,026 2,789,816 1,519,963 13,786,085
Company-obligated preferred securities of
subsidiary.................................. -- -- -- 284,560
Total shareholders' equity.................... $ 515,934 $3,061,493 $651,687 $ 3,821,053
</TABLE>
MISCELLANEOUS
The Offer is not being made to, nor will AT&T Capital accept tenders from,
owners of Securities in any jurisdiction in which the Offer or its acceptance
would not be in compliance with the laws of such jurisdiction. None of the
Related Parties is aware of any jurisdiction where the making of the Offer or
the tender of Securities would not be in compliance with applicable law. If any
Related Party becomes aware of any jurisdiction where the making of the Offer or
the tender of Securities is not in compliance with any applicable law, AT&T
Capital will make a good faith effort to comply with such law. If, after such
good faith effort, AT&T Capital cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the owners of
Securities residing in such jurisdiction. In any jurisdiction in which the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on AT&T Capital's behalf
by one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
AT&T CAPITAL CORPORATION
NEWCOURT CREDIT GROUP INC.
31
<PAGE>
<PAGE>
SCHEDULE I
CERTAIN INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, business address and present
principal occupation or employment, and material occupations, offices or
employments for the past five years of each director or trustee and executive
officer of Newcourt, AT&T Capital, the Subsidiary Issuers, the Partnership, and
the Trust. Except as otherwise noted, the business address of each such person
is 44 Whippany Road, Morristown, New Jersey 07962-1983. In addition, except as
otherwise noted, each person listed below has been employed by Newcourt, AT&T
Capital, the Subsidiary Issuers, the Partnership, and the Trust, as the case may
be, in the positions listed below during the last five years and is a United
States citizen.
<TABLE>
<CAPTION>
NUMBER OF
PRESENT PRINCIPAL OCCUPATION OR SECURITIES PERCENTAGE
EMPLOYMENT AND BENEFICIALLY OF
NAME TITLE FIVE YEAR EMPLOYMENT HISTORY OWNED SECURITIES
- -------------------------------- ------------- --------------------------------------- ------------- -----------
<S> <C> <C> <C> <C>
I. EXECUTIVE OFFICERS AND DIRECTORS OF NEWCOURT
David F. Banks.................. Director January 1998 -- present, Chairman of None None
the Board; May 1997 -- January 1998,
President and Chief Executive Officer
of AT&T Capital; 1994 -- May 1997,
Chief Executive Officer of Penna
Holdings plc; prior thereto, Chief
Financial Officer of General Atlantic
Group Ltd.
Steven K. Hudson
(citizen of Canada)........... Director, Chief Executive Officer None None
Executive
Officer
Bradley D. Nullmeyer
(citizen of Canada)........... Director, January 1998 -- present, President of None None
Executive Newcourt Financial; 1996 -- January
Officer 1998, Executive Vice President;
1990 -- 1996, Senior Vice President and
Chief Operating Officer
David D. McKerroll
(citizen of Canada)........... Director, January 1998 -- present, President of None None
Executive Newcourt Capital; 1996 -- January 1998,
Officer Executive Vice President; 1990 -- 1996,
Senior Vice President, Corporate
Division
Thomas S. Axworthy
(citizen of Cananda).......... Director Adjunct Faculty in Public Policy, John None None
F. Kennedy School of Government,
Harvard University; Executive Director
of The CRB Foundation (charitable
foundation); prior thereto, Principal
Secretary to the Office of the Prime
Minister of Canada
</TABLE>
(table continued on next page)
32
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF
PRESENT PRINCIPAL OCCUPATION OR SECURITIES PERCENTAGE
EMPLOYMENT AND BENEFICIALLY OF
NAME TITLE FIVE YEAR EMPLOYMENT HISTORY OWNED SECURITIES
- -------------------------------- ------------- --------------------------------------- ------------- -----------
<S> <C> <C> <C> <C>
Gerald E. Beasley
(citizen of Canada)........... Director 1994 -- present, Senior Executive Vice None None
President, Risk Management of The
Canadian Imperial Bank of Commerce;
prior thereto, officer of The Canadian
Imperial Bank of Commerce
William Farlinger
(citizen of Canada)........... Director November 1991 -- present, Chairman of None None
Ontario Hydro
Guy Hands
(citizen of England).......... Director 1994 -- present, Managing Director, None None
Principal Finance Group of Nomura
International plc; prior thereto, Head
of Global Asset Structuring, Goldman
Sachs International
Robert F. Kilimnik
(citizen of Canada)........... Director Vice President, Investments of The None None
Mutual Group
David A. MacIntosh
(citizen of Canada)........... Director Executive Vice President, The Mutual None None
Group
Ronald A. McKinlay
(citizen of Canada)........... Director December 1994 -- March 1997, Chairman None None
of the Board; prior thereto, Chairman
of Canada Deposit Insurance Corporation
Paul G. Morton
(citizen of Canada)........... Director President of Security Investment None None
Corporation Ltd. (private investment
firm)
Bruce I. Robertson
(citizen of Canada)........... Director President of B.I. Robertson & None None
Associates Ltd. (asset management firm)
David J. Sharpless
(citizen of Canada)........... Director, January 1998 -- present, Deputy None None
Executive Chairman of the Board and Executive
Officer Vice President
-- International; March 1997 -- January
1998, Chairman of the Board; prior
thereto, senior partner with Blake,
Cassels & Graydon
Takumi Shibata
(citizen of Japan)............ Director 1997 -- present, President, Nomura None None
International plc; prior thereto,
officer
</TABLE>
(table continued on next page)
33
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF
PRESENT PRINCIPAL OCCUPATION OR SECURITIES PERCENTAGE
EMPLOYMENT AND BENEFICIALLY OF
NAME TITLE FIVE YEAR EMPLOYMENT HISTORY OWNED SECURITIES
- -------------------------------- ------------- --------------------------------------- ------------- -----------
<S> <C> <C> <C> <C>
Dr. Steven C. Small
(citizen of Canada)........... Director Founder & Senior Partner of Dental None None
Anaesthesia Associates; President,
Thorngard Capital Corporation (merchant
banking firm)
Richard E. Venn
(citizen of Canada)........... Director Chairman and Chief Executive Officer, None None
CIBC Wood Gundy Securities Inc.
William D. Walsh................ Director General Partner, Sequoia Associates None None
(investment firm)
Paul Currie
(citizen of Canada)........... Executive January 1998 -- present, Executive Vice None None
Officer President; prior thereto, partner with
Coopers & Lybrand, Financial Advisory
Services Group
Michael A. DeBernardi........... Executive January 1998 -- present, Executive Vice None None
Officer President -- Chief Credit Officer;
prior thereto, Vice President -- Chief
Credit Officer of AT&T Capital
Daniel A. Jauernig
(citizen of Canada)........... Executive January 1998 -- present, President of None None
Officer Newcourt Services and Chief Financial
Officer; prior thereto, Treasurer
Borden D. Rosiak
(citizen of Canada)........... Executive January 1998 -- present, Executive Vice None None
Officer President; 1994 -- January 1998,
Executive Vice President and Chief
Financial Officer; prior thereto, Chief
Financial Officer of Confederation Life
Insurance Company
Glenn A. Votek.................. Executive January 1998 -- present, Executive Vice None None
Officer President and Treasurer; October
1995 -- January 1998, Vice President
and Treasurer of AT&T Capital; prior
thereto, officer of AT&T Capital
Scott J. Moore.................. Executive January 1998 -- present, Senior Vice None None
Officer President and General Counsel; July
1997 -- January 1998, Vice
President -- US Legal and General
Counsel of Newcourt Financial USA Inc.;
prior thereto, partner and associate
with Sidley & Austin
</TABLE>
(table continued on next page)
34
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF
PRESENT PRINCIPAL OCCUPATION OR SECURITIES PERCENTAGE
EMPLOYMENT AND BENEFICIALLY OF
NAME TITLE FIVE YEAR EMPLOYMENT HISTORY OWNED SECURITIES
- -------------------------------- ------------- --------------------------------------- ------------- -----------
<S> <C> <C> <C> <C>
II. EXECUTIVE OFFICERS AND DIRECTORS OF AT&T CAPITAL
David F. Banks.................. Director January 1998 -- present, Chairman of None None
the Board; May 1997 -- December 1997,
Chief Executive Officer; 1994 -- May
1997, Chief Executive Officer of Penna
Holdings plc; prior thereto, Chief
Financial Officer of General Atlantic
Group Ltd.
Steven K. Hudson
(citizen of Canada)........... Director, January 1998 -- present, Chief None None
Executive Executive Officer; prior thereto and
Officer currently, officer of Newcourt
Paul Currie
(citizen of Canada)........... Executive January 1998 -- present, Executive Vice None None
Officer President; prior thereto, partner with
Coopers & Lybrand, Financial Advisory
Services Group
Michael A. DeBernardi........... Executive January 1998 -- present, Executive Vice None None
Officer President -- Chief Credit Officer;
prior thereto, Vice President -- Chief
Credit Officer
Daniel A. Jauernig
(citizen of Canada)........... Executive January 1998 -- present, Group None None
Officer President and Chief Financial Officer;
prior thereto, Treasurer of Newcourt
David D. McKerroll
(citizen of Canada)........... Executive January 1998 -- present, Group None None
Officer President; 1996 -- January 1998,
Executive Vice President of Newcourt;
prior thereto, Senior Vice
President -- Corporate Division of
Newcourt
Bradley D. Nullmeyer
(citizen of Canada)........... Executive January 1998 -- present, Group None None
Officer President; 1996 -- January 1998,
Executive Vice President of Newcourt;
prior thereto, Senior Vice President
and Chief Operating Officer of Newcourt
Borden D. Rosiak
(citizen of Canada)........... Executive January 1998 -- present, Executive Vice None None
Officer President; 1994 -- January 1998,
Executive Vice President and Chief
Financial Officer of Newcourt; prior
thereto, Chief Financial Officer of
Confederation Life Insurance Company
</TABLE>
(table continued on next page)
35
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF
PRESENT PRINCIPAL OCCUPATION OR SECURITIES PERCENTAGE
EMPLOYMENT AND BENEFICIALLY OF
NAME TITLE FIVE YEAR EMPLOYMENT HISTORY OWNED SECURITIES
- -------------------------------- ------------- --------------------------------------- ------------- -----------
<S> <C> <C> <C> <C>
David A. Sharpless
(citizen of Canada)........... Executive January 1998 -- present, Executive Vice None None
Officer President -- International; prior
thereto, senior partner with Blake
Cassels & Graydon
Glenn A. Votek.................. Executive January 1998 -- present, Executive Vice None None
Officer President and Treasurer; October
1995 -- January 1998, Vice President
and Treasurer; prior thereto, officer
Scott J. Moore.................. Executive January 1998 -- present, Senior Vice None None
Officer President and General Counsel; July
1997 -- January 1998, Vice
President -- US Legal and General
Counsel of Newcourt Financial USA Inc.;
prior thereto, partner and associate
with Sidley & Austin
III. EXECUTIVE OFFICERS AND DIRECTORS OF AT&T CAPITAL SERVICES
David F. Banks.................. Director, January 1998 -- present, Chairman of None None
Executive the Board and Chief Executive Officer;
Officer May 1997 -- January 1998, President and
Chief Executive Officer of AT&T
Capital; 1994 -- May 1997, Chief
Executive Officer of Penna Holdings
plc; prior thereto, Chief Financial
Officer of General Atlantic Group Ltd.
George Schultz, Jr.............. Director, January 1997 -- present, President and None None
Executive Chief Operating Officer; October
Officer 1996 -- January 1997, Executive Vice
President and General Manager; prior
thereto, officer
Kenneth Bruchanski.............. Executive Chief Financial Officer and Chief None None
Officer Financial Officer of AT&T Systems
Leasing Corporation
IV. EXECUTIVE OFFICERS AND DIRECTORS OF AT&T CAPITAL LEASING
David F. Banks.................. Director, January 1998 -- present, Chairman of None None
Executive the Board and Chief Executive Officer;
Officer May 1997 -- January 1998, President and
Chief Executive Officer of AT&T
Capital; 1994 -- May 1997, Chief
Executive Officer of Penna Holdings
plc; prior thereto, Chief Financial
Officer of General Atlantic Group Ltd.
</TABLE>
(table continued on next page)
36
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF
PRESENT PRINCIPAL OCCUPATION OR SECURITIES PERCENTAGE
EMPLOYMENT AND BENEFICIALLY OF
NAME TITLE FIVE YEAR EMPLOYMENT HISTORY OWNED SECURITIES
- -------------------------------- ------------- --------------------------------------- ------------- -----------
<S> <C> <C> <C> <C>
Ramon Oliu, Jr.................. Director January 1998 -- present, Senior Vice None None
President of AT&T Capital and Newcourt;
May 1997 -- January 1998, Senior Vice
President and Chief Financial Officer
of AT&T Capital; January 1995 -- May
1997, Vice President and Controller of
AT&T Capital; prior thereto, Vice
President -- Finance of AT&T Credit
Corporation
V. TRUSTEES OF THE TRUST
Glenn A. Votek.................. Trustee January 1998 -- present, Executive Vice None None
President and Treasurer of AT&T Capital
and Newcourt; October 1995 -- January
1998, Vice President and Treasurer of
AT&T Capital; prior thereto, officer of
AT&T Capital
Robert J. Ingato................ Trustee January 1998 -- present, Senior Vice None None
President of AT&T Capital and Newcourt;
October 1996 -- January 1998, Senior
Vice President, General Counsel and
Secretary of AT&T Capital; prior
thereto, Vice President, Assistant
General Counsel and Assistant Secretary
of AT&T Capital
Ramon Oliu, Jr.................. Trustee January 1998 -- present, Senior Vice None None
President of AT&T Capital and Newcourt;
May 1997 -- January 1998, Senior Vice
President and Chief Financial Officer
of AT&T Capital; January 1995 -- May
1997, Vice President and Controller of
AT&T Capital; prior thereto, Vice
President -- Finance of AT&T Credit
Corporation
</TABLE>
37
<PAGE>
<PAGE>
ANNEX A-1
THE PROPOSED AMENDMENT TO AT&T CAPITAL'S INDENTURE
I. The relevant provision in the Indenture of AT&T Capital relating to optional
redemption, Section 1201(a), reads as follows:
SECTION 1201(a) Optional Redemption.
At any time on or after September 30, 2006, the Company shall have the
right to redeem the Securities, in whole or in part, from time to time, at
a Redemption Price equal to 100% of the principal amount of Securities to
be redeemed plus accrued but unpaid interest, including any Additional
Interest, if any, to the Redemption Date.
The Proposed Amendments would amend Section 1201(a) to read as follows:
SECTION 1201(a) Optional Redemption.
At any time on or after June 30, 1998, the Company shall have the
right to redeem the Securities, in whole or in part, from time to time, at
a Redemption Price equal to $29.25 per Security to be redeemed plus accrued
but unpaid interest, including any Additional Interest, if any, to the
Redemption Date.
II. The relevant provision in the Indenture of AT&T Capital relating to notice
to the Trustee, Section 1203, reads as follows:
SECTION 1203 Authorization for Redemption; Notice to Trustee.
The election of the Company to redeem Securities pursuant to Section
1201 shall be evidenced by a Board Resolution. In case of any redemption,
the Company shall, at least 30 days and no more than 60 days prior to the
Redemption Date fixed by the Company, notify the Trustee of such Redemption
Date and of the principal amount of Securities to be redeemed and provide a
copy of the notice of redemption given to Holders of Securities to be
redeemed pursuant to Section 1204.
The Proposed Amendments would amend Section 1203 to read as follows:
SECTION 1203 Authorization for Redemption; Notice to Trustee.
The election of the Company to redeem Securities pursuant to Section
1201 shall be evidenced by a Board Resolution. In case of any redemption,
the Company shall, at least 30 days and no more than 60 days prior to the
Redemption Date fixed by the Company, notify the Trustee of such Redemption
Date and of the principal amount of Securities to be redeemed and provide a
copy of the notice of redemption given to Holders of Securities to be
redeemed pursuant to Section 1204; provided that, notwithstanding the
foregoing, if the Company optionally redeems the Securities, in whole but
not in part, in connection with the Company's Offer to Purchase and Consent
Solicitation, dated as of July 27, 1998 (the 'Offer to Purchase and Consent
Solicitation'), no advance notice shall be given, other than as provided in
the Offer to Purchase and Consent Solicitation (which shall serve for all
purposes hereunder as a notice of redemption).
III. The relevant provision in the Indenture of AT&T Capital relating to notice
of redemption, Section 1205, reads as follows:
SECTION 1205 Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.
All notices of redemption shall identify the Securities to be redeemed
and shall state:
(1) the Redemption Date,
(2) the Redemption Price,
A-1
<PAGE>
<PAGE>
(3) that on the Redemption Date the Redemption Price will become
due and payable upon each such security to be redeemed and that interest
thereon will cease to accrue on and after said date, and
(4) the place or places where such Securities are to be surrendered
for payment of the Redemption Price.
Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.
The Proposed Amendments would amend Section 1205 to read as follows:
SECTION 1205 Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register; provided that, notwithstanding
the foregoing, if the Company optionally redeems the Securities, in whole
but not in part, in connection with the Company's Offer to Purchase and
Consent Solicitation, no advance notice shall be given other than as
provided in the Offer to Purchase and Consent Solicitation (which shall
serve for all purposes hereunder as a notice of redemption).
All notices of redemption shall identify the Securities to be redeemed
and shall state:
(1) the Redemption Date,
(2) the Redemption Price,
(3) that on the Redemption Date the Redemption Price will become
due and payable upon each such security to be redeemed and that interest
thereon will cease to accrue on and after said date, and
(4) the place or places where such securities are to be surrendered
for payment of the Redemption Price.
Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.
A-2
<PAGE>
<PAGE>
ANNEX A-2
THE PROPOSED AMENDMENT TO
THE SUBSIDIARY ISSUERS' INDENTURES
I. The relevant provision in the Indentures of AT&T Capital Services
Corporation ('AT&T Capital Services') and AT&T Capital Leasing Corporation
('AT&T Capital Leasing') relating to optional redemption, Section 1201(a),
reads as follows:
SECTION 1201(a) Optional Redemption.
At any time on or after October 25, 2006, the Company shall have the
right to redeem the Securities, in whole or in part, from time to time, at
a Redemption Price equal to 100% of the principal amount of Securities to
be redeemed plus accrued but unpaid interest, including any Additional
Interest, if any, to the Redemption Date.
The Proposed Amendments would amend Section 1201(a) to read as follows:
SECTION 1201(a) Optional Redemption.
At any time on or after June 30, 1998, the Company shall have the
right to redeem the Securities, in whole or in part, from time to time, at
a Redemption Price equal to $29.25 per Security to be redeemed plus accrued
but unpaid interest, including any Additional Interest, if any, to the
Redemption Date.
II. The relevant provision in the Indentures of AT&T Capital Services and AT&T
Capital Leasing relating to notice to the Trustee, Section 1204, reads as
follows:
SECTION 1204 Authorization for Redemption; Notice to Trustee.
The election of the Company to redeem Securities pursuant to Section
1201 and the mandatory redemption required pursuant to Section 1202 shall
be evidenced by a Board Resolution. In case of any redemption, the Company
shall, at least 30 days and no more than 60 days prior to the Redemption
Date fixed by the Company, notify the Trustee of such Redemption Date and
of the principal amount of Securities to be redeemed and provide a copy of
the notice of redemption given to Holders of Securities to be redeemed
pursuant to Section 1205.
The Proposed Amendments would amend Section 1203 to read as follows:
SECTION 1203 Authorization for Redemption; Notice to Trustee.
The election of the Company to redeem Securities pursuant to Section
1201 and the mandatory redemption required pursuant to Section 1202 shall
be evidenced by a Board Resolution. In case of any redemption, the Company
shall, at least 30 days and no more than 60 days prior to the Redemption
Date fixed by the Company, notify the Trustee of such Redemption Date and
of the principal amount of Securities to be redeemed and provide a copy of
the notice of redemption given to Holders of Securities to be redeemed
pursuant to Section 1205; provided that, notwithstanding the foregoing, if
the Company optionally redeems the Securities, in whole but not in part, in
connection with the Guarantor's Offer to Purchase and Consent Solicitation,
dated as of July 27, 1998 (the 'Offer to Purchase and Consent
Solicitation'), no advance notice shall be given, other than as provided in
the Offer to Purchase and Consent Solicitation (which shall serve for all
purposes hereunder as a notice of redemption).
III. The relevant provision in the Indentures of AT&T Capital Services and AT&T
Capital Leasing relating to notice of redemption, Section 1206, reads as
follows:
SECTION 1206 Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.
All notices of redemption shall identify the Securities to be redeemed
and shall state:
(1) the Redemption Date,
(2) the Redemption Price,
A-3
<PAGE>
<PAGE>
(3) that on the Redemption Date the Redemption Price will become
due and payable upon each such security to be redeemed and that interest
thereon will cease to accrue on and after said date, and
(4) the place or places where such securities are to be surrendered
for payment of the Redemption Price.
Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.
The Proposed Amendments would amend Section 1206 to read as follows:
SECTION 1206 Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register; provided that, notwithstanding
the foregoing, if the Company optionally redeems the Securities, in whole
but not in part, in connection with the Company's Offer to Purchase and
Consent Solicitation, no advance notice shall be given other than as
provided in the Offer to Purchase and Consent Solicitation (which shall
serve for all purposes hereunder as a notice of redemption).
All notices of redemption shall identify the Securities to be redeemed
and shall state:
(1) the Redemption Date,
(2) the Redemption Price,
(3) that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and that interest
thereon will cease to accrue on and after said date, and
(4) the place or places where such Securities are to be surrendered
for payment of the Redemption Price.
Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.
A-4
<PAGE>
<PAGE>
ANNEX A-3
THE PROPOSED AMENDMENT TO
THE LIMITED PARTNERSHIP AGREEMENT
I. The provision in the Limited Partnership Agreement relating to allocations
of profits and losses to partners, Section 4.1(a), reads as follows:
SECTION 4.1(a) Profits and Losses.
The Partnership's Net Income for each Fiscal Period of the Partnership
shall be allocated as follows:
(i) First, to each Holder of a Partnership Preferred Security in an
amount equal to the excess, if any, of (x) all Net Losses, if any,
allocated to each such Holder from the date of issuance of the
Partnership Preferred Security through and including the close of such
Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount
of Net Income, if any, allocated to each such Holder pursuant to this
Section 4.1(a)(i) in all prior Fiscal Periods.
(ii) Second, to the Holders of the Partnership Preferred
Securities, an amount of Net Income equal to the excess of (x) the
Distributions accrued on the Partnership Preferred Securities from the
date of their issuance through and including the last day of such Fiscal
Period, including any Compounded Distributions payable with respect
thereto, over (y) the amount of Net Income allocated to the Holders of
the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii)
in all prior Fiscal Periods. Amounts allocated to all Partnership
Preferred Security Holders shall be allocated among such Holders in
proportion to the number of Partnership Preferred Securities held by
such Holders.
(iii) Any remaining Net Income shall be allocated to the General
Partner.
The Proposed Amendments would amend Section 4.1(a) to read as follows:
The Partnership's Net Income for each Fiscal Period of the Partnership
shall be allocated as follows:
(i) First, to each Holder of a Partnership Preferred Security in an
amount equal to the excess, if any, of (x) all Net Losses, if any,
allocated to each such Holder from the date of issuance of the
Partnership Preferred Security through and including the close of such
Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount
of Net Income, if any, allocated to each such Holder pursuant to this
Section 4.1(a)(i) in all prior Fiscal Periods;
(ii) Second, to the Holders of the Partnership Preferred
Securities, an amount of Net Income equal to the excess of (x) the
Distributions accrued on the Partnership Preferred Securities from the
date of their issuance through and including the last day of such Fiscal
Period, including any Compounded Distributions payable with respect
thereto, over (y) the amount of Net Income allocated to the Holders of
the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii)
in all prior Fiscal Periods. Amounts allocated to all Partnership
Preferred Security Holders shall be allocated among such Holders in
proportion to the number of Partnership Preferred Securities held by
such Holders; and
(iii) Any remaining Net Income shall be allocated to the General
Partner;
provided that, notwithstanding the foregoing, the Partnership will
allocate to the Holders of Partnership Preferred Securities their
proportionate share of any gain realized by the Partnership upon a
redemption of any of the Debentures.
II. The provision in the Limited Partnership Agreement relating to optional
redemption, Section 6.2(c), reads as follows:
SECTION 6.2(c) Optional Redemption.
Partnership Preferred Securities shall be redeemable at the option of
the General Partner, in whole or in part, from time to time, on or after
October 1, 2006, upon not less than 30 nor more than 60 days' notice, at an
amount per Partnership Preferred Securities equal to $25 plus accrued and
unpaid Distributions thereon, including any Compounded Distributions (the
'Redemption
A-5
<PAGE>
<PAGE>
Price'). The Partnership may not redeem the Partnership Preferred
Securities in part unless all accumulated and unpaid Distributions,
including any Compounded Distributions, have been paid in full on all
Partnership Preferred Securities for all Fiscal Periods terminating on or
prior to the date of redemption. If a partial redemption of the Partnership
Preferred Securities would result in the delisting of the Trust Preferred
Securities (or, if the Trust is liquidated in connection with a Trust
Special Event, the delisting of the Partnership Preferred Securities), the
Partnership may only redeem the Partnership Preferred Securities in whole
but not in part.
The Proposed Amendments would amend Section 6.2(c) to read as follows:
SECTION 6.2(c) Optional Redemption.
Partnership Preferred Securities shall be redeemable at the option of
the General Partner, in whole or in part, from time to time, on or after
June 30, 1998, upon not less than 30 nor more than 60 days' notice (except
to the extent otherwise permitted pursuant to the proviso to the first
sentence of Section 6.2(e)(i)), at an amount per Partnership Preferred
Security equal to $25 plus accrued and unpaid Distributions thereon,
including any Compounded Distributions (the 'Redemption Price'). The
Partnership may not redeem the Partnership Preferred Securities in part
unless all accumulated and unpaid Distributions, including any Compounded
Distributions, have been paid in full on all Partnership Preferred
Securities for all Fiscal Periods terminating on or prior to the date of
redemption. If a partial redemption of the Partnership Preferred Securities
would result in the delisting of the Trust Preferred Securities (or, if the
Trust is liquidated in connection with a Trust Special Event, the delisting
of the Partnership Preferred Securities), the Partnership may only redeem
the Partnership Preferred Securities in whole but not in part.
III. The relevant provision in the Limited Partnership Agreement relating to
redemption procedures, Section 6.2(e)(i), reads as follows:
SECTION 6.2(e)(i) Redemption Procedures.
Notice of any redemption of Partnership Preferred Securities (a
'Redemption Notice') will be given by the Partnership by mail to each
Holder of Partnership Preferred Securities to be redeemed not fewer than 30
nor more than 60 days before the date fixed for redemption. For purposes of
the calculation of the date of redemption and the dates on which notices
are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be
deemed to be given on the day such notice is first mailed, by first-class
mail, postage prepaid, to Holders of Partnership Preferred Securities. Each
Redemption Notice shall be addressed to the Holders of Partnership
Preferred Securities at the address of each such Holder appearing in the
books and records of the Partnership. No defect in the Redemption Notice or
in the mailing thereof with respect to any Holder shall affect the validity
of the redemption proceedings with respect to any other Holder.
The Proposed Amendments would amend Section 6.2(e)(i) to read as follows:
SECTION 6.2(e)(i) Redemption Procedures.
Notice of any redemption of Partnership Preferred Securities (a
'Redemption Notice') will be given by the Partnership by mail to each
Holder of Partnership Preferred Securities to be redeemed not fewer than 30
nor more than 60 days before the date fixed for redemption; provided that,
notwithstanding the foregoing, in connection with the Company's Offer to
Purchase and Consent Solicitation, dated as of July 27, 1998 (the 'Offer to
Purchase and Consent Solicitation'), the General Partner may optionally
redeem the Partnership Preferred Securities in whole but not in part,
without any advance notice, other than as provided in the Offer to Purchase
and Consent Solicitation (which shall serve for all purposes hereunder as
the 'Redemption Notice'). For purposes of the calculation of the date of
redemption and the dates on which notices are given pursuant to this
Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the
day such notice is first mailed, by first-class mail, postage prepaid, to
Holders of Partnership Preferred Securities. Each Redemption Notice shall
be addressed to the Holders of Partnership Preferred Securities at the
address of each such Holder appearing in the books and records of the
Partnership. No defect in the Redemption Notice or in the mailing thereof
with respect to any Holder shall affect the validity of the redemption
proceedings with respect to any other Holder.
A-6
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<PAGE>
Facsimile copies of the Letter of Transmittal and Consent will not be
accepted. The Letter of Transmittal and Consent and, if applicable, certificates
for Securities should be sent or delivered by each tendering holder of Trust
Preferred Securities or his or her broker, dealer, bank or trust company to the
Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Courier:
First Chicago Trust First Chicago Trust First Chicago Trust
Company of New York Company of New York Company of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660 c/o Securities Transfer and Suite 4680
P.O. Box 2569 Reporting Services Inc. 14 Wall Street, 8th Floor
Jersey City, New Jersey One Exchange Plaza -- Third Floor New York, New York 10005
07303-2569 New York, New York 10006
If by facsimile transmission:
(For Eligible Institutions only)
(201) 222-4720
or
(201) 222-4721
Facsimile confirmation number:
(201) 222-4707
</TABLE>
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION
AGENT OR THE DEALER MANAGER AT THEIR RESPECTIVE TELEPHONE NUMBERS AND ADDRESSES
LISTED BELOW. REQUESTS FOR ADDITIONAL COPIES OF THIS OFFER TO PURCHASE AND
CONSENT SOLICITATION, THE LETTER OF TRANSMITTAL AND CONSENT OR OTHER TENDER
OFFER OR PROXY MATERIALS MAY BE DIRECTED TO THE INFORMATION AGENT, AND SUCH
COPIES WILL BE FURNISHED PROMPTLY AT AT&T CAPITAL'S EXPENSE. HOLDERS OF TRUST
PREFERRED SECURITIES MAY ALSO CONTACT THEIR LOCAL BROKER, DEALER, COMMERCIAL
BANK OR TRUST COMPANY FOR ASSISTANCE CONCERNING THE OFFER.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (toll free)
Banks and Brokers call collect:
(212) 440-9800
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center -- North Tower
250 Vesey Street
New York, New York 10281-1307
(888) ML4-TNDR (toll free)
(888-654-8637)
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL AND CONSENT
RELATING TO
OFFER TO PURCHASE AND CONSENT SOLICITATION
BY
AT&T CAPITAL CORPORATION
FOR
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, AUGUST 21, 1998, UNLESS EXTENDED.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
If by mail: If by hand: If by overnight delivery:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660 c/o Securities Transfer and Reporting Suite 4680
PO. Box 2569 Services Inc. 14 Wall Street, 8th Floor
Jersey City, New Jersey 07303-2569 One Exchange Plaza -- Third Floor New York 10005
New York, New York 10006
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT (THE 'LETTER OF
TRANSMITTAL') OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS LETTER OF TRANSMITTAL IS TO BE USED BY BOTH (1) HOLDERS OF SECURITIES
WHO ARE TENDERING PURSUANT TO THE OFFER AND (2) HOLDERS OF SECURITIES WHO ARE
ONLY CONSENTING TO THE PROPOSED AMENDMENTS AND NOT TENDERING THEIR SECURITIES.
ANY HOLDER OF SECURITIES WHO HAS ANY QUESTIONS AS TO HOW TO COMPLETE THIS
LETTER OF TRANSMITTAL SHOULD CONTACT GEORGESON & COMPANY INC., THE INFORMATION
AGENT, AT (800) 223-2064 (TOLL FREE) AND FOR BANKS AND BROKERS (212) 440-9800.
- ------------
'sm' 'Trust Originated Preferred Securities' and 'TOPrS' are service marks of
Merrill Lynch & Co.
<PAGE>
<PAGE>
THE INSTRUCTIONS PERTAINING TO THIS LETTER OF TRANSMITTAL, WHICH BEGIN ON
THE FOLLOWING PAGE, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
This Letter of Transmittal relates to the offer by AT&T Capital Corporation
('AT&T Capital') to purchase any and all 9.06% Trust Originated Preferred
Securities (the 'Securities') of Capita Preferred Trust (the 'Trust') for cash
upon the terms and subject to the conditions set forth in the accompanying Offer
to Purchase and Consent Solicitation, dated July 27, 1998 (as amended or
supplemented and including the documents incorporated therein by reference, the
'Offer to Purchase and Consent Solicitation') and this Letter of Transmittal
(together, the 'Offer'). Capitalized terms used and not defined herein have the
meanings ascribed to them in the Offer to Purchase and Consent Solicitation.
Unless an Agent's Message is utilized, this Letter of Transmittal is to be
completed for tenders of Securities made by book-entry transfer by participants
('DTC Participants') of The Depository Trust Company ('DTC') into the account of
First Chicago Trust Company of New York, as Depositary (the 'Depositary'), at
DTC pursuant to the procedures described under 'Terms of the Offer -- Procedures
for Tendering Securities' in the Offer to Purchase and Consent Solicitation.
Holders of Securities who tender Securities by book-entry transfer are referred
to herein as 'Book-Entry holders.'
This Letter of Transmittal is also to be completed by DTC Participants
acting on behalf of beneficial owners who have elected not to tender their
Securities pursuant to the Offer but have elected to consent to the Proposed
Amendments (as defined in the Offer to Purchase and Consent Solicitation)
pursuant to the procedures described under 'The Consent
Solicitation -- Procedures for Consenting' in the Offer to Purchase and Consent
Solicitation.
HOLDERS OF SECURITIES AS OF JULY 20, 1998 (THE 'RECORD DATE') WHO VALIDLY
TENDER THEIR SECURITIES WILL BE DEEMED TO HAVE GIVEN THEIR CONSENT WITH RESPECT
TO SUCH SECURITIES TO THE PROPOSED AMENDMENTS.
HOLDERS OF SECURITIES WHO PURCHASE, OR WHOSE PURCHASE SETTLES OR IS
RECORDED, AFTER THE CLOSE OF BUSINESS ON THE RECORD DATE WILL HAVE THE RIGHT TO
TENDER THEIR SECURITIES IN THE OFFER BUT WILL NOT HAVE THE RIGHT TO PROVIDE
CONSENTS.
HOLDERS OF SECURITIES AS OF THE RECORD DATE WILL BE PERMITTED TO PROVIDE
THEIR CONSENTS TO THE PROPOSED AMENDMENTS EVEN IF THEY DO NOT TENDER THEIR
SECURITIES.
2
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES.
No signature guarantee is required on this Letter of Transmittal if (i)
this Letter of Transmittal is signed by the holder(s) of the Securities (which
shall include any DTC Participant whose name appears on a security position
listing as the owner of Securities) tendered herewith, (ii) if any Securities
are tendered for an account of an Eligible Institution (as defined below) or
(iii) if this Letter of Transmittal is being signed by the holder of Securities
solely for the purpose of providing a Consent to the Proposed Amendments and not
tendering any Securities. If the tendered Securities are registered in the
name(s) of someone other than the undersigned, such tendered Securities must be
endorsed or accompanied by written instruments of transfer in form satisfactory
to AT&T Capital and duly signed by the registered holder, and the signature on
the endorsement or instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
or the Stock Exchange Medallion Program (any of the foregoing hereinafter
referred to as an 'Eligible Institution'). See Instruction 4.
2. DELIVERY OF LETTER OF TRANSMITTAL.
This Letter of Transmittal is to be completed (a) unless an Agent's Message
is utilized pursuant to the procedure for tender by book-entry transfer set
forth under 'Terms of the Offer -- Procedures for Tendering Securities' in the
Offer to Purchase and Consent Solicitation, or (b) if only Consents to the
Proposed Amendments are being provided (and the Securities are not being
tendered). Timely confirmation (a 'Book-Entry Confirmation') of a book-entry
transfer of such Securities into the Depositary's account at DTC, as well as
this Letter of Transmittal (or a facsimile hereof), properly completed and duly
signed, with any required signature guarantees, or an Agent's Message, and any
other documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
(unless Securities are being tendered pursuant to the procedures for guaranteed
delivery described in the following paragraph).
If the procedure for book-entry transfer cannot be completed on a timely
basis, a tender may be effected if the Depositary has received at one of the
addresses set forth herein prior to the Expiration Date, a signed letter,
telegram or facsimile transmission from an Eligible Institution setting forth
the name and address of the tendering holder, the name(s) in which the
Securities are registered, and stating that the tender is being made thereby and
guaranteeing that within two New York Stock Exchange ('NYSE') trading days after
the date of signature of such letter, telegram or facsimile transmission by the
Eligible Institution, a confirmation of book-entry transfer of such Securities
into the Depositary's account at DTC will be delivered by such Eligible
Institution. Unless a confirmation of book-entry transfer of such Securities
into the Depositary's account at DTC in accordance with DTC's Automated Tender
Offer Program ('ATOP') procedures, if applicable, is received, AT&T Capital may,
at its option, reject the tender.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Securities will be accepted for purchase. By signing this Letter of
Transmittal (or facsimile hereof), the tendering holder waives any right to
receive any notice of the acceptance of the Securities for purchase.
3. CONSENTS.
HOLDERS OF SECURITIES AS OF THE RECORD DATE WHO TENDER THEIR SECURITIES
PURSUANT TO THE OFFER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSED
AMENDMENTS. In addition, holders of Securities as of the Record Date have the
right to Consent to the Proposed Amendments (regardless of whether they tender
their Securities) by executing the Consent included in this Letter of
Transmittal. By executing a Notice of Guaranteed Delivery, a registered holder
of Securities as of the Record Date is deemed to have tendered the Securities
described in such Notice of Guaranteed Delivery and to have given their Consent
to the Proposed Amendments with respect to their Securities so tendered. The
Offer to Purchase and Consent Solicitation and related documents are being sent
to all persons in whose name Securities are registered on the books of the
Property Trustee as of July 20, 1998, which is the Record Date. Holders of
Securities who purchase or whose purchase is recorded after the Record Date and
who wish to tender in the Offer are not eligible to Consent to the Proposed
Amendments. Any holder of Securities as of the Record Date, which
3
<PAGE>
<PAGE>
are registered in the name of a person other than such holder, must establish to
the satisfaction of AT&T Capital such holder's entitlement to give such Consent.
This will ordinarily require an assignment by such registered holder in blank,
or if not in blank, to and from each successive transferee, including the
holder, with each signature guaranteed by an Eligible Institution. See
Instruction 4. Any person who is the beneficial owner but not the registered
holder of Securities must arrange for the registered transfer of such Securities
prior to tendering or direct the registered holder to tender on behalf of the
beneficial holder.
4. SIGNATURES ON LETTER OF TRANSMITTAL.
If this Letter of Transmittal or the Notice of Guaranteed Delivery is
signed by the holder(s) of the Securities tendered hereby or for which Consents
are provided hereby, the signature(s) must correspond with the name(s) as
registered.
If any of the Securities tendered hereby or for which Consents are provided
hereby are held of record by two or more persons, all such persons must sign
this Letter of Transmittal.
If any of the Securities tendered hereby or for which Consents are provided
hereby are registered in different names, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations.
5. STOCK TRANSFER TAXES.
Because the Securities represent undivided interests in the Trust, there
will be no stock transfer taxes due or payable with respect to the sale and
transfer of any Securities pursuant to the Offer.
6. SUBSTITUTE FORM W-9.
Under the federal income tax laws, the Depositary may be required to
withhold 31% of the amount of any cash payments made pursuant to the Offer. In
order to avoid such backup withholding, each tendering holder, and, if
applicable, each other payee, is requested to provide such holder's or payee's
correct taxpayer identification number, and certify that such holder or payee is
not subject to such backup withholding by completing and signing the box
entitled 'Substitute Form W-9' set forth on page 13 of this Letter of
Transmittal. In general, if a holder or payee is an individual, the taxpayer
identification number is the Social Security Number of such individual. If the
Depositary is not provided with the correct taxpayer identification number, the
holder or payee providing such number may be subject to a $50 penalty imposed by
the Internal Revenue Service. Certain holders or payees (including, among
others, all corporations and certain foreign individual(s)) are not subject to
these backup withholding and reporting requirements. In order to satisfy the
Depositary that a foreign individual qualifies as an exempt recipient, such
holder or payee is requested to submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depositary. For further information concerning backup
withholding and instructions for completing the Substitute Form W-9 (including
how to obtain a taxpayer identification number if you do not have one and/or how
to complete the Substitute Form W-9 if the Securities are held in more than one
name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
7. WAIVER OF CONDITIONS.
The conditions of the Offer may be waived by AT&T Capital from time to time
in accordance with, and subject to the limitations described in, the Offer to
Purchase and Consent Solicitation. AT&T Capital, however, may not waive the
condition that requires Requisite Consents (as defined in the Offer to Purchase
and Consent Solicitation).
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES; INADEQUATE SPACE.
Requests for assistance or additional copies of the Offer to Purchase and
Consent Solicitation and this Letter of Transmittal may be obtained from the
Information Agent at its address or telephone number set forth herein.
If the space provided herein is inadequate, the certificate numbers and/or
the amounts of Securities should be listed on a separate signed schedule
attached hereto.
4
<PAGE>
<PAGE>
9. SOLICITED TENDERS.
AT&T Capital will pay to Soliciting Dealers (as defined herein) designated
by the beneficial owner of the Securities validly tendered and accepted pursuant
to the Offer a solicitation fee of $0.375 per Security tendered for cash (except
that in the case of transactions equal to or exceeding 10,000 Securities, AT&T
Capital will pay $0.25 per Security tendered for cash), in each case subject to
certain conditions. For purposes of this Instruction 9, 'Soliciting Dealer'
includes (i) any broker or dealer in securities, including the Dealer Manager in
its capacity as dealer or broker, who is a member of any national securities
exchange or of the National Association of Securities Dealers, Inc. (the
'NASD'), (ii) any foreign broker or dealer not eligible for membership in the
NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company, any one of whom has solicited and
obtained a tender pursuant to the Offer. No such fee shall be payable to a
Soliciting Dealer in respect of Securities registered in the name of such
Soliciting Dealer unless such Securities are held by such Soliciting Dealer as
nominee and such Securities are being tendered for the benefit of one or more
beneficial owners identified on this Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers and dealers).
No solicitation fee shall be payable to a Soliciting Dealer with respect to the
tender of Securities unless this Letter of Transmittal accompanying such tender
designates such Soliciting Dealer as such in the box captioned 'Solicited
Tenders.'
In order to receive a solicitation fee, the Soliciting Dealer must return a
Notice of Solicited Tenders to the Depositary within two NYSE trading days after
the Expiration Date. If a Notice of Solicited Tenders is not received by the
Depositary within two trading days after the Expiration Date, no solicitation
fee will be paid to such Soliciting Dealer. No solicitation fee shall be payable
to a Soliciting Dealer in respect of Securities (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Securities are held by such Soliciting Dealer as nominee and such
Securities are being tendered for the benefit of one or more beneficial owners
identified on this Letter of Transmittal or the Notice of Solicited Tenders.
10. IRREGULARITIES.
All questions as to the number of Securities to be accepted, the validity,
form, eligibility (including time of receipt) and acceptance of any tender of
Securities will be determined by AT&T Capital, in its sole discretion, which
determination shall be final and binding. AT&T Capital reserves the absolute
right to reject (i) any or all tenders made pursuant to the Offer determined by
it not to be in appropriate form or (ii) the acceptance of or payment for any
Securities which would, in the opinion of AT&T Capital's counsel, be unlawful.
AT&T Capital also reserves the absolute right to waive any of the conditions set
forth in the Offer (other than the Requisite Consent Condition as described in
the Offer to Purchase and Consent Solicitation) or any defect or irregularity in
any tender with respect to any particular Securities or any particular holder,
and AT&T Capital's interpretation of the terms and conditions of such Offer
(including these instructions) will be final and binding. Tenders will not be
deemed to have been made until all defects and irregularities have been cured or
waived prior to the Expiration Date or such times as AT&T Capital shall
determine. Neither AT&T Capital, the Depositary, the Information Agent, the
Dealer Manager nor any other person will be obligated to give notice of defects
or irregularities in tenders, nor shall any of them incur any liability for
failure to give any such notice.
5
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IMPORTANT TAX INFORMATION
Under United States federal income tax law, tendering holders of Securities
may be subject to backup withholding unless the Depositary is in possession of
such holder's correct taxpayer identification number ('TIN') on a Substitute
Form W-9. If the holder is an individual, the TIN is his or her social security
number. If the payor is not in possession of the correct TIN, payments that are
made to such holder or other payee with respect thereto may be subject to 31%
backup withholding. To avoid backup withholding, tendering holders are requested
to complete the Substitute Form W-9 below. See the enclosed 'Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9' for more
instructions.
Certain holders of Securities (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, the holder of Securities is requested to submit a signed Form
W-8 attesting to that individual's exempt status. A Form W-8 can be obtained
from the Depositary.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments that would be made in respect of the Securities. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld,
provided that the required information is given to the Internal Revenue Service.
If withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the holder
of Securities has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the holder
of Securities or other payee should also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary may
withhold 31% of payments made with respect to Securities prior to the time a
properly certified TIN is provided to the payor. However, such amounts will be
refunded to each such holder of Securities if a TIN is provided to the payor
within 60 days.
The holder of Securities should give the payor the TIN of the record owner
of the Securities or of the last transferee appearing on the transfers attached
to, or endorsed on, the Securities. If the Securities are in more than one name
or are not in the name of the actual owner, consult the enclosed 'Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9' for
additional guidance on which number to report.
NOTE: SIGNATURES MUST BE PROVIDED ON PAGES 12 AND 13 BELOW
PLEASE READ THE PRECEDING INSTRUCTIONS CAREFULLY
6
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<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders Securities to AT&T Capital pursuant to the
offer by AT&T Capital to purchase Securities for cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation, the receipt of which is hereby acknowledged, and in this Letter of
Transmittal (together, the 'Offer'). Holders of Securities as of the Record Date
who tender in the Offer will be deemed to have provided their Consents to the
Proposed Amendments with respect to such Securities tendered.
Subject to and effective upon acceptance for purchase of the Securities
tendered herewith, the undersigned hereby exchanges, assigns and transfers to or
upon the order of AT&T Capital all right, title and interest in and to all the
Securities that are being tendered hereby and irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Securities, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) transfer ownership of such Securities on the account books
maintained by DTC, together with all accompanying evidences of transfer and
authenticity, to the Depositary, (b) present such Securities for transfer on the
books of the Trust and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Securities, all in accordance with the
terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Securities
tendered hereby and to acquire the cash issuable or deliverable upon the
purchase of such tendered Securities and that, when the undersigned's Securities
are accepted for purchase, AT&T Capital will acquire good and unencumbered title
to such tendered Securities, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned will,
upon request, sign and deliver any additional documents deemed by AT&T Capital
to be necessary or desirable to complete the exchange, assignment and transfer
of tendered Securities or to transfer ownership of such Securities.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the Offer to Purchase and Consent Solicitation, this tender is
irrevocable.
The undersigned understands that tenders of Securities pursuant to any one
of the procedures described in 'Terms of the Offer -- Procedures for Tendering
Securities' in the Offer to Purchase and Consent Solicitation and in the
instructions hereto will constitute agreements between the undersigned and AT&T
Capital upon the terms and subject to the conditions of the Offer.
Please cause the cash purchase price to be credited to the account at DTC.
7
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<PAGE>
PLEASE COMPLETE:
<TABLE>
<S> <C> <C>
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DESCRIPTION OF SECURITIES TENDERED OR CONSENTED
- -----------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF HOLDER(S) [ ] 9.06% TRUST ORIGINATED PREFERRED
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S).) SECURITIES OF CAPITA PREFERRED TRUST
- -----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
NOT TENDERED BUT AS
NUMBER OF TO WHICH ONLY
SECURITIES TENDERED* CONSENTS ARE GIVEN**
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*Unless otherwise indicated, the holder will be deemed to have tendered the full number of Securities held by such holder.
**Need not be completed by holders who tender all of such holder's Securities. A valid tender by holders as of the Record Date
will constitute their Consents to the Proposed Amendments.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<PAGE>
PLEASE DESIGNATE IN THE BOX BELOW
ANY SOLICITING DEALER WHO SOLICITED YOUR TENDER.
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and obtained
this tender is:
Name of Firm: .................................................................
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ......................................................
Identification Number (if known): .............................................
Address: ......................................................................
...............................................................................
(INCLUDE ZIP CODE)
SIGN HERE
x ................................... x ...................................
x ................................... x ...................................
SIGNATURE(S) PRINT NAME(S) AND ADDRESS(ES) HERE
Dated: .......................
9
<PAGE>
<PAGE>
COMPLETE THE FOLLOWING:
Name of Tendering Institution: ...........................................
Account No.: .............................................................
Transaction Code No.: ....................................................
[ ] CHECK HERE IF TENDERED SECURITIES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Tendering Securityholder(s): .......................................
Date of Execution of Notice of Guaranteed Delivery: ...........................
Name of Institution which Guaranteed Delivery: ................................
If delivery is by book-entry transfer:
Name of Tendering Institution: ................................................
Account No.: ..................................................................
Transaction Code No.: .........................................................
UNLESS YOU ARE AN ELIGIBLE INSTITUTION, IF YOU HAVE COMPLETED THE BOX
IMMEDIATELY ABOVE, YOU MUST HAVE THE 'GUARANTEE OF SIGNATURE(S)' PORTION OF THE
BOX ON PAGE 12 COMPLETED BY AN ELIGIBLE INSTITUTION.
10
<PAGE>
<PAGE>
COMPLETE ONLY IF CONSENTING BUT NOT TENDERING:
CONSENT
The undersigned, a registered holder of Securities as of July 20, 1998,
hereby consents or withholds consent as specified below with respect to the
Proposed Amendments and appoints the Depositary its agent and attorney-in-fact
(with full knowledge that the Depositary also acts as the agent of AT&T Capital)
with respect to such consent given hereby with full power of substitution to
deliver this Letter of Transmittal to AT&T Capital, the Partnership, the Trust
and The First National Bank of Chicago, as Property Trustee and holder of the
Partnership Preferred Securities owned by the Trust.
CHECK ONE BOX ONLY
CONSENT [ ] WITHHOLD CONSENT [ ]
............... Number of Securities for which Consent is being delivered
The Power of Attorney granted in this paragraph shall be deemed irrevocable
from and after the execution of this Letter of Transmittal and coupled with an
interest.
The undersigned understands that the Consent delivered pursuant to this
Letter of Transmittal will constitute a binding agreement between the
undersigned and AT&T Capital upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation and in this Letter of
Transmittal.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity, dissolution or liquidation of
the undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
Unless otherwise specified in the table on page 8, this Letter of
Transmittal relates to all Securities held by the undersigned. If the space
provided above is inadequate, list all such information on a separate signed
schedule and affix the schedule to this Letter of Transmittal.
The terms and conditions of the Consent Solicitation set forth in the Offer
to Purchase and Consent Solicitation, those terms and conditions set forth in
'The Consent Solicitation -- Procedures for Consenting,' are hereby incorporated
herein by reference and form part of the terms and conditions of this Letter of
Transmittal.
11
<PAGE>
<PAGE>
PLEASE COMPLETE:
HOLDER(S) OF SECURITIES SIGN HERE
(PLEASE COMPLETE AND SIGN THE BOX ENTITLED 'SUBSTITUTE FORM W-9' ON PAGE 13)
Must be signed exactly as name(s) appear(s) on a security position
listing. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 4.
X .........................................................................
X .........................................................................
SIGNATURE(S) OF OWNER(S)
Dated: ....................................................................
Name(s): ..................................................................
(PLEASE PRINT)
Capacity (full title): ....................................................
Address: ..................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ..............................................
GUARANTEE OF SIGNATURE(S) (IF APPLICABLE)
(SEE INSTRUCTIONS 1 AND 4)
Authorized Signature: .....................................................
Name: .....................................................................
Title: ....................................................................
Address: ..................................................................
Name of Firm: .............................................................
Area Code and Telephone No.: ..............................................
Dated: ....................................................................
12
<PAGE>
<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS:
PAYOR: FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
SUBSTITUTE PART 1: PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT TIN:____________________
AND CERTIFY BY SIGNING AND DATING BELOW SOCIAL SECURITY NUMBER
OR EMPLOYER
IDENTIFICATION NUMBER
FORM W-9
DEPARTMENT OF THE TREASURY PART 2: Check the box if you are NOT subject to backup withholding under the
INTERNAL REVENUE SERVICE provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are
exempt from backup withholding, (2) you have not been notified that you are subject to
backup withholding as a result of failure to report all interest or dividends or (3)
the Internal Revenue Service has notified you that you are no longer subject to backup
withholding. [ ]
PAYOR'S REQUEST FOR TAXPAYER PART 3: Awaiting TIN [ ] (And see certification box below.)
IDENTIFICATION ('TIN') AND
CERTIFICATION
</TABLE>
CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE ...................................................................
DATE ........................................................................
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE ABOVE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
31% of all reportable payments made to me will be withheld until I provide a
number and that if such number is provided to you within sixty (60) days, such
withheld amounts will be refunded.
SIGNATURE ............................... DATE ..............................
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
13
<PAGE>
<PAGE>
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (toll free)
Banks and Brokers Call Collect:
(212) 440-9800
Any questions or requests for assistance or additional copies of the Offer
to Purchase and Consent Solicitation or the Letter of Transmittal or for copies
of the Notice of Guaranteed Delivery may be directed to the Information Agent at
its telephone number and location set forth above. You may also contact the
Dealer Manager or your broker, dealer, commercial bank or trust company or other
nominee for assistance concerning the Offer.
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center-North Tower
New York, New York 10281-1307
(888) ML4-TNDR (toll-free)
(888) 654-8637
Attention: Susan L. Weinberg
<PAGE>
<PAGE>
NOTICE OF GUARANTEED DELIVERY
RELATING TO
OFFER TO PURCHASE AND CONSENT SOLICITATION
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY
This form, or a substantial equivalent, must be used to tender 9.06% Trust
Originated Preferred Securities (the 'Securities') of Capita Preferred Trust if
the procedure for book-entry transfer of Securities, as described in the Offer
to Purchase and Consent Solicitation, dated July 27, 1998 (the 'Offer to
Purchase and Consent Solicitation'), cannot be completed by the Expiration Date
(as defined in the Offer to Purchase and Consent Solicitation). This form,
properly completed and duly executed, may be delivered by facsimile
transmission, hand or overnight courier to First Chicago Trust Company of New
York (the 'Depositary').
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, AUGUST 21, 1998, UNLESS EXTENDED.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
If by mail: If by hand: If by overnight delivery:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660 c/o Securities Transfer and Suite 4680
PO. Box 2569 Reporting Services Inc. 14 Wall Street, 8th Floor
Jersey City, New Jersey One Exchange Plaza -- Third Floor New York 10005
07303-2569 New York, New York 10006
If by facsimile transmission:
(For Eligible Institutions only)
(201) 222-4720
or
(201) 222-4721
Facsimile confirmation number only:
(201) 222-4707
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (toll free)
Banks and Brokers Call Collect: (212) 440-9800
<PAGE>
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to AT&T Capital Corporation ('AT&T Capital')
upon the terms and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation and the related Letter of Transmittal and Consent (the
'Letter of Transmittal'), the receipt of which is hereby acknowledged, the
number of Securities set forth below, pursuant to the guaranteed delivery
procedure set forth in the Offer to Purchase and Consent Solicitation and the
Letter of Transmittal. The undersigned understands that the proper tender of
Securities by holders of record as of July 20, 1998 will constitute the giving
of a consent by such holders with respect thereto to the Proposed Amendments
described in the Offer to Purchase and Consent Solicitation.
THIS NOTICE OF GUARANTEED DELIVERY IS BEING USED WITH RESPECT TO THE
FOLLOWING SECURITIES:
9.06% Trust Originated Preferred Securities of Capita Preferred Trust
<TABLE>
<S> <C>
Number of Securities Tendered:
.......................................................
Address(es):
........................................................
........................................................
(ZIP CODE)
Name of
Tendering Institution: ................................ Area Code and Tel. No.: ...............................
Account Number: .......................................
Dated: ................................................ Signature(s): .........................................
</TABLE>
2
<PAGE>
<PAGE>
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office, branch or agency in the
United States, guarantees (a) that the above named person(s) 'own(s)' the
Securities tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended, (b) that such tender of Securities complies
with Rule 14e-4 and (c) to deliver to the Depositary Securities confirmation of
the book-entry transfer of the Securities tendered hereby into the account of
the Depositary at The Depository Trust Company, together with a properly
completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof),
with any required signature guarantees (or an Agent's Message (as defined in the
Offer to Purchase and Consent Solicitation)) and any other required documents
within two New York Stock Exchange trading days after the date of execution of
this Notice.
<TABLE>
<S> <C>
Name of Firm: ....................................... X ...................................................
(AUTHORIZED SIGNATURE)
Address: ............................................ Name: ...............................................
Telephone Number: ................................... Title: ..............................................
(PLEASE TYPE OR PRINT)
Dated: ..............................................
</TABLE>
3
<PAGE>
<PAGE>
OFFER TO PURCHASE AND CONSENT SOLICITATION
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, AUGUST 21, 1998, UNLESS EXTENDED.
July 27, 1998
To: Brokers, Dealers, Commercial Banks,
Trust Companies and
Other Nominees
We have been appointed by AT&T Capital Corporation ('AT&T Capital') to act
as Dealer Manager in connection with the offer described below.
AT&T Capital is offering to purchase any and all 9.06% Trust Originated
Preferred Securities (the 'Securities') of Capita Preferred Trust for $29.69 in
cash per Security, upon the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation, dated July 27, 1998 (as amended or
supplemented and including all documents incorporated therein by reference, the
'Offer to Purchase and Consent Solicitation'), and the related Letter of
Transmittal and Consent (the 'Letter of Transmittal') (together, the 'Offer').
The terms of the Securities are described in the Offer to Purchase and Consent
Solicitation. Capitalized terms used herein and not otherwise defined have the
meanings ascribed thereto in the Offer to Purchase and Consent Solicitation.
In connection with the Offer, AT&T Capital is soliciting consents (the
'Consents') from the holders of record of Securities as of July 20, 1998 (the
'Record Date') to the Proposed Amendments described in the Offer to Purchase and
Consent Solicitation.
The proper tender by holders of Securities as of the Record Date will
constitute the giving of a Consent by such holders with respect to such
Securities.
Holders of Securities who acquired such Securities after the Record Date
will have the right to tender their Securities pursuant to the Offer but
will not have the right to provide Consents.
A holder of Securities as of the Record Date will be permitted to provide
such holder's Consent even if such holder does not tender Securities
pursuant to the Offer. No separate payments will be made for Consents.
For your information and for forwarding to your clients, for whom you hold
Securities registered in your name or in the name of your nominee, we are
enclosing an appropriate number of sets of the following documents with respect
to the Offer, as applicable:
1. Offer to Purchase and Consent Solicitation;
2. Letter of Transmittal and Consent relating to the Offer for your
use and for the information of your clients, for whom you hold Securities,
together with the Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup
federal income tax withholding;
3. Notice of Guaranteed Delivery relating to the Offer, to be used to
accept such Offer if the book-entry transfer of Securities cannot be
completed by the applicable Expiration Date (as defined in the Offer to
Purchase and Consent Solicitation); and
- ------------
'sm' 'Trust Originated Preferred Securities' and 'TOPrS' are service marks of
Merrill Lynch & Co.
<PAGE>
<PAGE>
4. A form of letter that may be sent to your clients, for whom you
hold Securities, with space provided for obtaining such clients'
instructions and their designation of a Soliciting Dealer (as defined
below) with regard to the Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
SHOULD BE AWARE THAT THE DEPOSITORY TRUST COMPANY ('DTC') HAS ISSUED A SPECIAL
NOTICE AND ESTABLISHED SPECIAL PROCEDURES FOR TENDERING SECURITIES PURSUANT TO
THE OFFER. With respect to the Offer, separate accounts have been established by
First Chicago Trust Company of New York (the 'Depositary') at DTC for (i)
book-entry delivery of Securities held as of the Record Date (which will
constitute the giving of a Consent with respect to such interests) and (ii)
book-entry delivery of Securities acquired after the Record Date (which will not
constitute the giving of a Consent with respect to such interests). PLEASE
ENSURE THAT TENDERS ARE MADE TO THE PROPER ACCOUNT. If only a Consent is being
provided by a holder as of the Record Date, you are required to fill out the
form of Consent included in the applicable Letter of Transmittal and return such
Letter of Transmittal directly to the Depositary.
AT&T Capital will pay Soliciting Dealers designated by the beneficial owner
of the Securities validly tendered and accepted pursuant to the Offer a
solicitation fee of $0.375 per Security tendered for cash (except that in the
case of transactions equal to or exceeding 10,000 Securities, AT&T Capital will
pay $0.25 per security for such Securities, of which eighty percent (80%) shall
be paid to Merrill Lynch and twenty percent (20%) to the designated Soliciting
Dealer (which may be Merrill Lynch)), in each case subject to certain
conditions. In cases where no Solicitating Dealer is designated, the Dealer
Manager will be paid one hundred percent (100%) of the applicable solicitation
fee. 'Solicitating Dealers' include (i) any broker or dealer in securities,
including each Dealer Manager in its capacity as a broker or dealer, which is a
member of any national securities exchange or of the National Association of
Securities Dealers, Inc. (the 'NASD'), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to the NASD's Rules
of Fair Practice in soliciting tenders outside the United States to the same
extent as though it were an NASD member, or (iii) any bank or trust company
(each of which is referred to herein as a 'Soliciting Dealer'). No solicitation
fee shall be payable to a Soliciting Dealer with respect to the tender of
Securities by a holder unless the applicable Letter of Transmittal accompanying
such tender designates such Soliciting Dealer as such in the box captioned
'Solicited Tenders.' No separate solicitation fee will be paid for Consents.
Soliciting Dealers will include any of the organizations described in
clauses (i), (ii) and (iii) above even when the activities of such organizations
in connection with the Offer consist solely of forwarding to clients material
relating to the Offer, including the Offer to Purchase and Consent Solicitation
and the related Letter of Transmittal, and tendering Securities as directed by
beneficial owners thereof; provided that under no circumstances shall any fee be
paid to Soliciting Dealers more than once with respect to any Security. No
Soliciting Dealer is required to make any recommendation to holders of
Securities as to whether to tender or refrain from tendering in the Offer. No
assumption is made, in making payment to any Soliciting Dealer, that its
activities in connection with the Offer included any activities other than those
described above, and for all purposes noted in all materials relating to the
Offer, the term 'solicit' shall be deemed to mean no more than processing
Securities tendered or forwarding to customers materials regarding the Offer.
IN ORDER TO RECEIVE A SOLICITATION FEE, THE SOLICITING DEALER MUST RETURN A
NOTICE OF SOLICITED TENDERS TO THE DEPOSITARY WITHIN TWO NYSE TRADING DAYS AFTER
THE EXPIRATION DATE. IF A NOTICE OF SOLICITED TENDERS IS NOT RECEIVED BY THE
DEPOSITARY WITHIN TWO TRADING DAYS AFTER THE EXPIRATION DATE, NO SOLICITATION
FEE WILL BE PAID TO SUCH SOLICITING DEALER. Such Notice of Solicited Tenders for
the Securities is attached hereto on pages 4-5. No solicitation fee shall be
payable to a Soliciting Dealer in respect of Securities (i) beneficially owned
by such Soliciting Dealer or (ii) registered in the name of such Soliciting
Dealer unless such Securities are held by such Soliciting Dealer as nominee and
such Securities are being tendered for the benefit of one or more beneficial
owners identified on the applicable Letter of Transmittal or the applicable
Notice of Solicited Tenders. No solicitation fee shall be payable to the
Soliciting Dealer with respect to the tender of Securities by the holder of
record, for the benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.
2
<PAGE>
<PAGE>
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of Newcourt, AT&T Capital,
the Trust, the Partnership, the Subsidiary Issuers, the trustee of any trust,
the Depositary, the Information Agent or the Dealer Manager for purposes of the
Offer.
AT&T Capital will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers. Because the
Securities represent undivided interests in the Trust, there will be no stock
transfer taxes due or payable with respect to the sale and transfer of any
Securities pursuant to the Offer.
Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Depositary,
in its sole discretion, which determination will be final and binding. Neither
the Depositary nor any other person will be under any duty to give notification
of any defects or irregularities in any Notice of Solicited Tender or incur any
liability for failure to give such notification.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent at the address and telephone number set forth on the back
cover of the Offer to Purchase and Consent Solicitation.
Very truly yours,
Merrill Lynch & Co.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS THE AGENT OF NEWCOURT, AT&T CAPITAL, THE SUBSIDIARY ISSUERS, THE PARTNERSHIP,
THE TRUST, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE>
<PAGE>
NOTICE OF SOLICITED TENDERS
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
WITHIN TWO NYSE TRADING DAYS AFTER THE APPLICABLE EXPIRATION DATE TO THE ADDRESS
SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE AND CONSENT SOLICITATION.
NOTICES MAY BE DELIVERED BY FACSIMILE TO THE DEPOSITARY AT (201) 222-4720
(CONFIRM RECEIPT BY TELEPHONE (201) 222-4707).
ALL QUESTIONS CONCERNING THE NOTICE OF SOLICITED TENDERS SHOULD BE DIRECTED
TO THE INFORMATION AGENT AS FOLLOWS: GEORGESON & COMPANY INC.: (212) 440-9800.
BENEFICIAL OWNERS OF LESS THAN 10,000 SECURITIES --
SOLICITATION FEE $0.375 PER SECURITY
<TABLE>
<CAPTION>
DTC Participant VOI Ticket Number of Securities Number of Beneficial
Number Number Requested for Payment Owner(s) Represented
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
BENEFICIAL OWNERS OF 10,000 OR MORE SECURITIES --
SOLICITATION FEE OF $0.250 PER SECURITY
(80% TO DEALER MANAGER, 20% TO SOLICITING DEALER)
<TABLE>
<CAPTION>
Number of Number of Name of
DTC Participant VOI Ticket Securities Requested Beneficial Owner(s) Soliciting Merrill
Number Number for Payment Represented Lynch Dealer
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer to Purchase and Consent Solicitation
(unless the undersigned is not being compensated for such solicitation); (iii)
in soliciting tenders of Securities, it has used no soliciting materials other
than those furnished by AT&T Capital and (iv) if it is a foreign broker or
dealer not eligible for membership in the National Association of Securities
Dealers ('NASD'), it has agreed to conform to the NASD's Rules of Fair Practice
in making solicitations outside the United States to the same extent as though
it were an NASD member.
<TABLE>
<S> <C>
Print Firm Name .............................................. Address ......................................................
Authorized Signature ......................................... City, State, Zip Code ........................................
Area Code and Telephone Number ............................... Attention ....................................................
</TABLE>
4
<PAGE>
<PAGE>
SOLICITATION FEE PAYMENT INSTRUCTIONS
ISSUE CHECK TO:
Firm ...........................................................................
(Please Print)
Attention ......................................................................
Address ........................................................................
...............................................................................
(Include Zip Code)
Phone Number ...................................................................
Taxpayer Identification or Social Security No. .................................
Applicable VOI Number .................... Number of Shares ....................
If solicitation fees are to be paid to another Eligible Institution(s),
please complete the following:
ISSUE CHECK TO:
Firm ...........................................................................
(Please Print)
Attention ......................................................................
Address ........................................................................
...............................................................................
(Include Zip Code)
Phone Number ...................................................................
Taxpayer Identification or Social Security No. .................................
Applicable VOI Number .................... Number of Shares ....................
ISSUE CHECK TO:
Firm ...........................................................................
(Please Print)
Attention ......................................................................
Address ........................................................................
...............................................................................
(Include Zip Code)
Phone Number ...................................................................
Taxpayer Identification or Social Security No. .................................
Applicable VOI Number .................... Number of Shares ....................
*NOTE: IF ADDITIONAL PAYMENT INSTRUCTIONS, PLEASE COPY AND ATTACH.
5
<PAGE>
<PAGE>
OFFER TO PURCHASE AND CONSENT SOLICITATION
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, AUGUST 21, 1998, UNLESS EXTENDED.
July 27, 1998
To Our Clients:
Enclosed for your consideration are the Offer to Purchase and Consent
Solicitation, dated July 27, 1998 (as amended or supplemented and including all
documents incorporated therein by reference, the 'Offer to Purchase and Consent
Solicitation') and a form of Letter of Transmittal and Consent (the 'Letter of
Transmittal') relating to the offer by AT&T Capital Corporation ('AT&T Capital')
to purchase any and all 9.06% Trust Originated Preferred Securities (the
'Securities') of Capita Preferred Trust, for $29.69 in cash per Security upon
the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation and the Letter of Transmittal (together, the 'Offer'). All
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Offer to Purchase and Consent Solicitation.
In connection with the Offer, AT&T Capital is soliciting Consents from the
holders of record of Securities as of July 20, 1998 (the 'Record Date') to the
Proposed Amendments.
The proper tender by holders of Securities as of the Record Date will
constitute the giving of a Consent by such holders with respect to such
Securities.
Holders of Securities who acquired such Securities after the Record Date
will have the right to tender their Securities pursuant to the Offer but
will not have the right to provide Consents.
A holder of Securities as of the Record Date will be permitted to provide
such holder's Consent even if such holder does not tender Securities
pursuant to the Offer.
We are the holder of record of Securities held for your account. A tender
of such Securities can be made only by us as the holder of record and pursuant
to your instructions. The Letter of Transmittal is furnished to you for your
information now and cannot be used by you to tender Securities held by us for
your account.
We request instructions as to whether you wish us to tender (or, if
applicable, provide Consents with respect to) any or all of the Securities held
by us for your account, upon the terms and subject to the conditions set forth
in the Offer to Purchase and Consent Solicitation and the Letter of Transmittal.
We also request that you designate, in the box captioned 'Solicited Tenders'
below, any Soliciting Dealer who solicited your tender of Securities.
Your attention is called to the following:
1. The Offer and related withdrawal rights will expire at 12:00
Midnight, New York City time, on Friday, August 21, 1998, unless extended
(the 'Expiration Date').
2. Consummation of the Offer is conditioned upon, among other things,
the satisfaction of the Requisite Consent Condition (as defined in the
Offer to Purchase and Consent Solicitation), which requires AT&T Capital to
receive Requisite Consents to the Proposed Amendments from holders of
Securities. The Requisite Consent Condition may not be waived by AT&T
Capital.
- ------------
'sm' 'Trust Originated Preferred Securities' and 'TOPrS' are service marks of
Merrill Lynch & Co.
<PAGE>
<PAGE>
3. If you owned Securities as of the Record Date, you may not validly
tender Securities without delivering a Consent to the Proposed Amendments.
The proper tender of Securities by holders as of the Record Date will
constitute the giving of a Consent by such holders. If you did not own
Securities as of the Record Date, you will not be eligible to deliver a
Consent. If you owned Securities as of the Record Date, you may deliver a
Consent even if you do not elect to tender Securities. No separate payments
are being made for Consents.
4. Tendering holders will not pay brokerage fees or commissions,
solicitation fees or any stock transfer taxes applicable to the tender of
Securities pursuant to the Offer.
If you wish to have us tender or deliver a Consent with respect to any or
all of your Securities, please instruct us by completing, executing, detaching
and returning to us the portion of this letter captioned 'Instructions With
Respect to the Offer and Consent Solicitation.' An envelope to return your
instructions to us is enclosed. Unless specified on such instructions, tenders
of or Consents with respect to all such Securities will be made on your behalf.
Your instructions should be forwarded to us in ample time to permit us to submit
a tender on your behalf before the Expiration Date.
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF, HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OF SUCH
OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT AN OFFER BE
MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON
BEHALF OF AT&T CAPITAL BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR
ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.
2
<PAGE>
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER AND CONSENT SOLICITATION
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase and Consent Solicitation and the Letter of Transmittal relating to the
Offer.
This will instruct you to tender the number of Securities indicated below
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer to Purchase and Consent Solicitation and
the Letter of Transmittal.
HOLDERS AS OF THE RECORD DATE:
TENDER BY HOLDERS AS OF THE RECORD DATE:
[ ] By checking this box, all Securities held by you for our account will be
tendered for cash. If fewer than all Securities are to be tendered, we have
checked the box below and indicated the aggregate number of Securities to be
tendered by you. We understand that since the Securities held by you for our
account were held as of the Record Date, the tender of Securities will
constitute our Consent to the Proposed Amendments.
[ ] __________ shares(1)
HOLDERS AFTER THE RECORD DATE:
TENDER BY HOLDERS WHO ACQUIRED SECURITIES AFTER THE RECORD DATE:
[ ] By checking this box, all Securities held by you for our account, will be
tendered for cash. If fewer than all Securities are to be tendered, we have
checked the box below and indicated the aggregate number of Securities to be
tendered by you.
[ ] __________ shares(1)
HOLDERS CONSENTING ONLY:
CONSENT ONLY BY HOLDERS AS OF THE RECORD DATE:
[ ] By checking this box, we instruct you to deliver a Consent with respect to
all Securities held by you for our account as of the Record Date which are
not being tendered in the Offer. If Consents should be provided with respect
to fewer than all Securities not tendered, we have checked the box below and
indicated the aggregate number of Securities as to which Consents should be
provided.
[ ] __________ shares(1)
- ------------
(1) Unless otherwise indicated, it will be assumed that all such Securities are
to be tendered or that Consents are to be provided with respect to all such
Securities.
3
<PAGE>
<PAGE>
SIGN HERE
SIGNATURE(S): ..................................................................
NAME(S): .......................................................................
ADDRESS(ES): ...................................................................
SOCIAL SECURITY OR TAXPAYER ID NO(S).: .........................................
DATED: .........................................................................
PLEASE DESIGNATE IN THE BOX BELOW ANY SOLICITING DEALER
WHO SOLICITED YOUR TENDER.
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and
obtained this tender is:
Name of Firm: .............................................................
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ..................................................
Identification Number (if known): .........................................
Address: ..................................................................
............................................................................
(INCLUDE ZIP CODE)
<TABLE>
<S> <C>
SIGN HERE
X ................................................. X .................................................
X ................................................. X .................................................
SIGNATURE(S) PRINT NAME(S) AND ADDRESS(ES) HERE
Dated: ............................................
</TABLE>
4
<PAGE>
<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER
TO SELL THESE SECURITIES NOR A SOLICITATION OF CONSENTS TO THE PROPOSED
AMENDMENTS. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE AND
CONSENT SOLICITATION DATED JULY 27, 1998 AND THE RELATED LETTER
OF TRANSMITTAL AND CONSENT.
AT&T CAPITAL CORPORATION
NOTICE OF OFFER TO PURCHASE AND CONSENT SOLICITATION
ANY AND ALL OUTSTANDING
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY
AT&T Capital Corporation, a Delaware corporation ('AT&T Capital') and a
wholly-owned subsidiary of Newcourt Credit Group Inc., invites the holders of
9.06% Trust Originated Preferred Securities (Liquidation Amount $25 per Trust
Preferred Security) ('Trust Preferred Securities' or 'Securities') of Capita
Preferred Trust (the 'Trust'), a statutory business trust formed under the laws
of the State of Delaware and an affiliate of AT&T Capital, to tender any and all
of their Securities for purchase at the price of $29.69 per Security (the
'Purchase Price'), plus an amount equal to any accrued and unpaid distribution
accumulated on each tendered Security up to but not including the Payment Date,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation, dated July 27, 1998 and
in the related Letter of Transmittal and Consent (together, the 'Offer').
Capitalized terms used herein and not otherwise defined have the meanings
ascribed thereto in the Offer to Purchase and Consent Solicitation.
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, AUGUST 21, 1998 (THE 'EXPIRATION DATE'), UNLESS EXTENDED.
The Offer is conditioned upon, among other things, the receipt by AT&T
Capital of Consents to the Proposed Amendments, as described below, from holders
of record of Trust Preferred Securities as of July 20, 1998 (the 'Record Date')
representing a majority in liquidation amount of all of the outstanding Trust
Preferred Securities (the 'Requisite Consents'). See 'Terms of the
Offer -- Certain Conditions of the Offer' in the Offer to Purchase and Consent
Solicitation.
The proper tender of Securities by such holders as of the Record Date shall
constitute the giving of a Consent by such holders with respect to their
tendered Securities. However, holders of record as of the Record Date have the
right to consent to the Proposed Amendments regardless of whether they tender
their Securities.
If AT&T Capital receives the Requisite Consents, accepts for purchase and
purchases Securities in the Offer and effects the adoption of the Proposed
Amendments, holders who do not validly tender, or who do not tender any of,
their Securities in the Offer will receive a redemption price of $29.25 per
Security (the 'Redemption Price'), 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 Redemption Price is
less than the Purchase Price. If Requisite Consents are received, AT&T Captal
will issue a press release announcing its receipt of such Requisite Consents,
which announcement will be made at least five business days prior to the
Expiration Date (and, if necessary, AT&T Capital will extend the scheduled
Expiration Date so that five business days remain in the Offer period following
such announcement during which non-tendering holders may tender their
Securities). See 'The Consent Solicitation -- Optional Redemption of
Non-Tendered Securities' in the Offer to Purchase and Consent Solicitation.
<PAGE>
<PAGE>
Neither Newcourt, AT&T Capital, the Subsidiary Issuers, the Partnership,
the Trust, their respective Boards of Directors, General Partner or Trustees nor
any of their respective officers makes any recommendation to any holder as to
whether to tender any or all Securities or to consent to the Proposed
Amendments. Each holder must make his or her own decision as to whether to
tender Securities and, if so, how many Securities to tender or to consent to the
Proposed Amendments.
Tenders of Securities made pursuant to the Offer may be withdrawn at any
time on or prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after September 24, 1998, unless
theretofore accepted for payment by AT&T Capital as provided in the Offer to
Purchase and Consent Solicitation. The Offer to Purchase and Consent
Solicitation is first being mailed on or about July 27, 1998.
AT&T Capital will pay to Soliciting Dealers solicitation fees for
Securities tendered, accepted for payment and paid for pursuant to the Offer,
subject to certain conditions. See 'Solicitation Fees, Other Fees and Expenses'
in the Offer to Purchase and Consent Solicitation. Soliciting Dealers are not
entitled to solicitation fees for any Securities beneficially owned by such
Soliciting Dealers.
The Offer to Purchase and Consent Solicitation and the related Letter of
Transmittal and Consent contain important information which should be read
before any decision is made with respect to the Offer.
The information required to be disclosed by Rule 14d-6(e)(vii) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and Consent Solicitation and is
incorporated herein by reference.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager as set forth below. Requests for copies of the Offer
to Purchase and Consent Solicitation and the related Letter of Transmittal and
Consent or other tender offer or consent materials may be directed to the
Information Agent and such copies will be furnished promptly at AT&T Capital's
expense. Holders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer and the Consent Solicitation.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect (212) 440-9800:
or
All Others Call Toll-Free: (800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center -- North Tower
200 Vesey Street
New York, New York 10281-1307
(888) ML4-TNDR (toll-free)
(888) 654-8637
Attn: Susan L. Weinberg
July 28, 1998
2
<PAGE>
<PAGE>
PRESS RELEASE
July 27, 1998
AT&T CAPITAL CORPORATION
OFFERS TO PURCHASE FOR CASH, AND
SOLICITS THE CONSENT OF HOLDERS OF,
TRUST PREFERRED SECURITIES'sm' ('TOPrS'sm'') OF
CAPITA PREFERRED TRUST
<TABLE>
<CAPTION>
PURCHASE PRICE
TITLE OF SECURITY CUSIP NUMBER PER SHARE
- --------------------------------------------------------------------------------- ------------ ---------------
<S> <C> <C>
9.06% Trust Originated Preferred Securities (Liquidation Amount
$25 per Trust Preferred Security) of Capita Preferred Trust.................... 139710206 $29.69
------
------
</TABLE>
AT&T Capital Corporation ('AT&T Capital' or the 'Company'), a wholly owned
subsidiary of Newcourt Credit Group, Inc., announced today its offer to purchase
any and all outstanding 9.06% Trust Originated Preferred Securities (Liquidation
Amount $25 per Trust Preferred Security) (the 'Trust Preferred Securities' or
'Securities') of Capita Preferred Trust, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation, dated
July 27, 1998, and the related Letter of Transmittal and Consent (together, the
'Offer'). Capitalized terms used and not defined herein shall have the meanings
ascribed to them in the Offer to Purchase and Consent Solicitation.
The Company also announced that it is soliciting consents from the holders
of record of Securities as of July 20, 1998, for proposed amendments to (i) the
Amended and Restated Limited Partnership Agreement of Capita Preferred Funding
L.P. (the 'Limited Partnership Agreement') that provide for an early redemption
of partnership preferred securities issued thereunder and (ii) the indentures of
AT&T Capital and two of its wholly-owned subsidiaries (the 'Indentures') that
provide for early redemptions of the debentures issued thereunder. AT&T Capital
is the sole general partner of Capita Preferred Funding L.P.
Concurrently with AT&T Capital's purchase of shares in the Offer and
adoption of the Proposed Amendments, AT&T Capital will, and will cause each of
its controlled affiliates to, exercise their respective optional redemption
rights under the Limited Partnership Agreement and the Indentures (each as
amended by the Proposed Amendments), which in turn will cause the optional
redemption of any and all Trust Preferred Securities that have not been validly
tendered in the Offer.
The Offer will expire at 12:00 Midnight, New York City time, on Friday,
August 21, 1998, unless otherwise extended.
The Offer is conditioned upon, among other things, the receipt by AT&T
Capital of consents to the Proposed Amendments from holders of record of Trust
Preferred Securities representing not less than a majority in liquidation amount
of all of the outstanding Trust Preferred Securities. Holders of Securities as
of the Record Date who wish to tender their Securities must consent to the
Proposed Amendments.
The Trust Preferred Securities will be purchased at $29.69 per Security
(the 'Purchase Price'), plus an amount equal to any accrued and unpaid
distribution accumulated on each tendered Security up to but not including the
Payment Date, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation. Holders
of Trust Preferred Securities who do not tender their Securities in the Offer
will receive a redemption price of $29.25 per Security (the 'Redemption Price'),
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 Redemption Price is less than the Purchase Price being offered by AT&T
Capital for the tender of Securities in the Offer. If holders of Securities fail
to validly tender their Securities in the Offer, and AT&T Capital obtains the
Requisite Consents upon the terms and conditions of the Offer, and AT&T Capital
accepts for purchase and purchases Securities in the Offer, then such
non-tendering
<PAGE>
<PAGE>
holders will only receive the Redemption Price for their Securities which have
not been validly tendered in the Offer. If Requisite Consents are received, AT&T
Capital will issue a press release announcing its receipt of such Requisite
Consents, which announcement will be made at least five business days prior to
the Expiration Date (and, if necessary, AT&T Capital will extend the scheduled
Expiration Date so that five business days remain in the Offer period following
such announcement during which non-tendering holders may tender their
Securities).
The dealer manager for the Offer is Merrill Lynch & Co. The information
agent is Georgeson & Company Inc. Questions or requests for assistance may be
directed toll-free to the information agent at (212) 440-9800 or to Merrill
Lynch at (888) 654-8637.
AT&T Capital is a wholly-owned subsidiary of Newcourt Credit Group Inc.
('Newcourt'). Newcourt is one of the world's leading sources of asset-backed
financing serving the corporate commercial and institutional markets with owned
and managed assets of US$22.4 billion (C$31.9 billion) and a global distribution
capability in 24 countries. The Trust Preferred Securities trade on the New York
Stock Exchange under the symbols 'TCCPR' or 'TCDPR.'
# # # # #
IMPORTANT NOTES:
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares. The Offer is made solely by the Offer to Purchase and
Consent Solicitation, dated July 27, 1998, and the related Letter of Transmittal
and Consent and is not being made to (nor will tenders be accepted from or on
behalf of) owners of Securities residing in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdiction, the laws of which require the Offer
to be made by a licensed broker or dealer, the Offer shall be deemed made on
behalf of AT&T Capital by Merrill Lynch & Co. or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
2
<PAGE>
<PAGE>
FORM OF FOLLOW-UP NOTICE TO SHAREHOLDERS
URGENT NOTICE
, 1998
Dear Holder of Trust Preferred Securities:
We have attempted to contact you by telephone to discuss important issues
relating to your 9.06% Trust Originated Preferred Securities (Liquidation Amount
$25 per Trust Preferred Security) of Capita Preferred Trust. To date we have
been unable to reach you by phone.
It is extremely important that we discuss this matter with you. We would
appreciate it if you would take a moment and please call during business hours
our Information Agent, Georgeson & Company Inc. at (800) 223-2064.
Thank you for your interest in the affairs of Capita Preferred Trust. I
appreciate your cooperation.
Sincerely,
<PAGE>
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
<TABLE>
<CAPTION>
GIVE THE
FOR THIS TYPE OF ACCOUNT: TAXPAYER
IDENTIFICATION
NUMBER OF --
- --------------------------------------------------
<S> <C>
1. An individual's account The individual
2.Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, the first
individual on the
account(1)
3.Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a.The usual revocable The grantor- trustee(1)
savings trust (grantor is
also trustee)
b.So-called trust account The actual owner(1)
that is not a legal or
valid trust under state
law.
5. Sole proprietorship The owner(3)
6.A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(4)
7. Corporate account The corporation
8.Religious, charitable, or The organization
educational organization
account
9. Partnership account The partnership
10.Association, club, or other The organization
tax-exempt organization
11.A broker or registered nominee The broker or nominee
12.Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state
or local government, school
district, or prison) that
receives agricultural program
payments
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has an SSN, that person's number
must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show your individual name. You may also enter your business or 'doing
business as' name. You may use either your social security number or
your employer identification number.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE:If no name is circled when there is more than one name listed, the
number will be considered to be that of the first name listed.
<PAGE>
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Note: Section references are to the Internal Revenue
Code unless otherwise noted.
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service (the 'IRS') and apply for a
number.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in
items (1) through (13) and persons registered under the Investment Advisors Act
of 1940 who regularly act as brokers are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except a corporation
(other than certain hospitals described in Regulations section 1.6041-3(c)) that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (1) through (5) are exempt from backup
withholding for barter exchange transactions and patronage dividends.
(1) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7), if the account satisfies the
requirements of section 401(f)(2).
(2) The United States or any of its agencies or instrumentalities.
(3) A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
(4) A foreign government or any of its political sub-divisions, agencies or
instrumentalities.
(5) An international organization or any of its agencies or
instrumentalities.
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the
United States, the District of Columbia or a possession of the United
States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends that generally are exempt from
backup withholding include the following:
Payments to nonresident aliens subject to withholding under section 1441.
Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident alien partner.
Payments of patronage dividends not paid in money.
Payments made by certain foreign organizations.
Section 404(k) payments made by an ESOP.
Payments of interest that generally are exempt from backup withholding include
the following:
Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
Payments described in section 6049(b)(5) to nonresident aliens.
Payments on tax-free covenant bonds under section 1451.
Payments made by certain foreign organizations.
Payments of mortgage interest to you.
Exempt payees described above should file substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE 'EXEMPT' ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NON-RESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N and the regulations promulgated thereunder.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must generally withhold 31% of taxable interest,
dividend, and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your correct taxpayer identification number to a requester, you
are subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
