<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1999
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NEWCOURT CREDIT GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
ONTARIO NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
NEWCOURT CENTRE
207 QUEENS QUAY WEST
SUITE 700
TORONTO, ONTARIO, CANADA M5J 1A7
(416) 507-2400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL OFFICES)
------------------------
AT&T CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 22-3211453
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
2 GATEHALL DRIVE
PARSIPPANY, NEW JERSEY 07054
(973) 606-3500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
SCOTT J. MOORE, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NEWCOURT CREDIT GROUP INC.
AT&T CAPITAL CORPORATION
2 GATEHALL DRIVE
PARSIPPANY, NEW JERSEY 07054
(973) 606-3500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
M. DAVID GALAINENA, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
(312) 558-5600
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7.125% Exchange Notes, Series A.................... $300,000,000 100% $ 300,000,000 $ 83,400
========================================================================================================================
</TABLE>
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
May 20, 1999
PROSPECTUS
OFFER TO EXCHANGE ALL $300,000,000 7.125% NOTES, SERIES A
DUE DECEMBER 17, 2003
FOR
$300,000,000 7.125% EXCHANGE NOTES, SERIES A
DUE DECEMBER 17, 2003
OF
NEWCOURT CREDIT GROUP INC.
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST GUARANTEED BY
AT&T CAPITAL CORPORATION
------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME,
ON , 1999, UNLESS EXTENDED.
------------------------
Terms of this exchange offer:
We will exchange all outstanding 7.125% Notes, Series A that are validly
tendered and not withdrawn prior to the expiration of this exchange offer.
You may withdraw tenders of 7.125% Notes, Series A at any time prior to
the expiration of this exchange offer.
We believe that this exchange of notes will not be a taxable exchange for
U.S. federal income tax purposes, but you should see 'U.S. Federal Income
Tax Considerations' on page 34 for more information.
We will not receive any proceeds from this exchange offer.
The terms of the 7.125% Exchange Notes, Series A are substantially
identical to the outstanding 7.125% Notes, Series A, except that the
7.125% Exchange Notes, Series A have been registered under the Securities
Act and certain transfer restrictions and registration rights relating to
the 7.125% Notes, Series A do not apply to the 7.125% Exchange Notes,
Series A.
The Exchange Notes will be issued by Newcourt Credit Group Inc. The
Exchange Notes will be unconditionally guaranteed as to payment of principal,
premium, if any, and interest by AT&T Capital. The Exchange Notes are not
guaranteed or supported in any way by AT&T Corp. AT&T Capital is not owned by,
or an affiliate of AT&T Corp.
------------------------
SEE 'RISK FACTORS' BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN RISKS
THAT YOU SHOULD CONSIDER PRIOR TO TENDERING YOUR NOTES.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this prospectus is , 1999.
------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
<PAGE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information............ 2
Finanical Information.......................... 3
Recent Developments............................ 3
Prospectus Summary............................. 4
Risk Factors................................... 10
Use of Proceeds................................ 14
Newcourt....................................... 14
AT&T Capital................................... 16
The Exchange Offer............................. 17
Description of the Exchange Notes.............. 25
Canadian Federal Income Tax Considerations..... 36
Material United States Income Tax
Consequences................................. 36
ERISA Considerations........................... 39
Plan of Distribution........................... 40
Legal Matters.................................. 41
Experts........................................ 41
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
Newcourt and AT&T Capital have filed with the Securities and Exchange
Commission a Registration Statement on Form F-4, under the Securities Act of
1933, with respect to the securities and the guarantee of the securities offered
by this prospectus. This prospectus, which constitutes a part of the
Registration Statement, does not contain all the information included in the
Registration Statement. You may read copies of the Registration Statement and
the exhibits, without charge, at the SEC's offices, or obtain copies of these
documents from the SEC's Public Reference Section, by paying the copying fees.
Statements made in this prospectus concerning the provisions of any
contract, agreement or other document referred to are not necessarily complete.
This prospectus incorporates by reference important business and financial
information about Newcourt and AT&T Capital that is not included in or delivered
with this prospectus. You are urged to read each referenced contract, agreement
or other document in its entirety. All the documents are filed as exhibits to
the Registration Statement or to documents incorporated by reference in this
prospectus.
Newcourt has elected to 'incorporate by reference' into this prospectus
other documents filed with the SEC by Newcourt. As allowed by the SEC, the
documents incorporated by reference into this document are considered part of
this document. Newcourt and AT&T Capital can disclose important information to
you in this document by referring to these other documents.
Newcourt is subject to the information and reporting requirements of the
Securities Exchange Act of 1934. Newcourt files periodic reports and other
information with the SEC. You may read these reports and other information filed
by Newcourt, without charge, or obtain copies for a fee, from the SEC's Public
Reference Section. Please call the SEC at 1-800-SEC-0330 for more information on
the public reference rooms. You can also find many of these documents on the
SEC's web site at http://www.sec.gov.
Newcourt incorporates by reference the following documents previously filed
with the SEC (File No. 061-14604) and any future filings it will make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this prospectus:
Newcourt's Annual Report on Form 40-F for the year ended December 31,
1998;
Newcourt's audited consolidated financial statements and the auditors'
report thereon for the fiscal years ended December 31, 1998 and 1997 on
Form 6-K dated February 26, 1999;
Newcourt's Management Information Circular of Newcourt dated February
26, 1999, except the sections entitled 'Governance and Compensation
Committee,' 'Report on Executive Compensation,' 'Corporate Governance'
and the 'Share Performance Graph' on Form 6-K;
Newcourt's Form 6-K filed March 8, 1999;
Newcourt's Form 6-K filed March 12, 1999;
Newcourt's Form 6-K filed March 18, 1999;
2
<PAGE>
<PAGE>
Newcourt's Form 6-K filed April 6, 1999;
Newcourt's Form 6-K filed April 22, 1999; and
Newcourt's unaudited interim financials for the three month period
ending March 31, 1999 on Form 6-K filed May 5, 1999.
AT&T Capital was previously subject to the information and reporting
requirements of the Exchange Act. However, AT&T Capital is no longer required to
file those reports and information. Summarized financial information concerning
the company will be included in a footnote to the financial statements contained
in Newcourt's Exchange Act reports.
Information in this prospectus supersedes information incorporated by
reference that AT&T Capital or Newcourt filed with the SEC before the date of
this prospectus. Information AT&T Capital or Newcourt files later with the SEC
will automatically update and, in some cases, supersede this information.
Copies of the above documents of AT&T Capital or Newcourt may be obtained
upon request without charge from Newcourt Credit Group Inc., 207 Queens Quay
West, Suite 700, Toronto, Ontario, Canada M5J 1A7 (Telephone Number
416-507-2400), attention: Communications Department. TO OBTAIN TIMELY DELIVERY,
YOU MUST REQUEST THE DOCUMENTS NO LATER THAN , 1999.
FINANCIAL INFORMATION
Dollar amounts included in this prospectus or incorporated by reference
into this prospectus are in either United States dollars ('U.S. $' or '$') or
Canadian dollars ('C$').
Our consolidated financial statements included in this prospectus and in
our reports filed pursuant to the Exchange Act are prepared in accordance with
accounting principles generally accepted in Canada ('Canadian GAAP').
Differences between Canadian GAAP and accounting principles generally accepted
in the United States ('U.S. GAAP') as they affect our financial statements are
explained in a note to our audited consolidated financial statements
incorporated by reference into this prospectus. On January 1, 1999, we began
reporting our financial results in U.S. dollars.
RECENT DEVELOPMENTS
On March 8, 1999, Newcourt announced that it had entered into an Agreement
and Plan of Reorganization with The CIT Group, Inc. pursuant to which the
outstanding common shares of Newcourt will be converted into either common stock
of The CIT Group, Inc. or, in the case of shares held by Canadian residents who
so elect, into a new class of stock exchangeable into common stock of The
CIT Group, Inc. and Newcourt will become a wholly-owned subsidiary of The CIT
Group, Inc. Completion of the transaction is subject to a number of conditions,
including conditions relating to the financial performance of Newcourt, set
forth in the Agreement and Plan of Reorganization, which is on file with the
SEC and which is incorporated by reference herein. The preceding description
of the Agreement and Plan of Reorganization is qualified in its entirety by
reference to the full and complete text of the agreement and we recommend
reading the agreement. Newcourt cannot be certain whether the transaction
contemplated by the Agreement and Plan of Reorganization will be completed in
accordance with the terms thereof. See 'Newcourt -- Announced Acquisition of
Newcourt' herein. Additionally, you should not assume that The CIT Group, Inc.
will guarantee the notes offered hereby if the business combination transaction
with The CIT Group, Inc. is completed.
3
<PAGE>
<PAGE>
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus
but may not contain all of the information that is important to you. This
prospectus includes specific terms of the notes we are offering, as well as
information regarding our business and detailed financial data. We encourage you
to read this entire prospectus.
NEWCOURT
OVERVIEW
Newcourt was formed 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. Today, Newcourt is one of the world's largest
providers of vendor finance and one of the world's largest non-bank commercial
asset finance companies, having approximately U.S. $25.1 billion (C$38.0
billion) of owned and managed assets and U.S. $3.0 billion (C$4.6 billion)
shareholders' equity at March 31, 1999.
Newcourt provides asset-based sales and inventory financing for a variety
of equipment to both vendors and customers through Newcourt Financial, its
commercial finance business. Newcourt also provides asset-based financing for
high value assets and related advisory services through Newcourt Capital, its
corporate finance business. Newcourt originates asset finance business through
innovative financing techniques and provides focused client services and
complementary product offerings. Newcourt characterizes its risk management
culture as conservative and has a solid credit underwriting performance.
Newcourt's international origination and servicing capabilities span
twenty-six countries around the globe. Newcourt serves clients in Canada, the
United States, the United Kingdom, the Asia/Pacific region, Europe, Mexico and
South America.
Newcourt's long-term debt is rated 'Baa3' by Moody's Investors Services
Inc. and 'BBB' by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies.
Newcourt's principal executive offices are located at: Newcourt Centre, 207
Queens Quay West, Suite 700, Toronto, Ontario M5J1AF, telephone number (416)
507-2400.
AT&T CAPITAL
AT&T Capital, an indirect wholly-owned subsidiary of Newcourt, is a
full-service, diversified equipment leasing and finance company that operates
principally in the United States. AT&T Capital, through its various
subsidiaries, leases and finances a wide variety of equipment, including
telecommunications equipment (such as private branch exchanges, telephone
systems and voice processing units), information technology equipment (such as
personal computers, retail point of sale systems and automated teller machines),
general office, manufacturing and medical equipment and transportation
equipment. In addition, AT&T Capital provides franchise financing for
franchisees and financing collateralized by real estate.
AT&T Capital's principal executive offices are located at: 2 Gatehall
Drive, Parsippany, New Jersey 07054 and its telephone number is (973) 606-3500.
AT&T Capital's long-term debt is rated 'A - ', 'BBB+', 'Baa3' and 'BBB' by
Duff & Phelps Credit Rating Company, Fitch IBCA, Inc., Moody's Investors
Services Inc. and Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, respectively.
4
<PAGE>
<PAGE>
RISK FACTORS
You should consider carefully all of the information set forth in this
prospectus. In particular, you should consider the specific factors set forth
under 'Risk Factors' before deciding to tender your notes in the exchange offer.
THE EXCHANGE OFFER
<TABLE>
<S> <C>
Securities Offered........................... We are offering up to $300,000,000 aggregate principal amount of
7.125% Exchange Notes, Series A due December 17, 2003, which have
been registered under the Securities Act of 1933. The terms of the
Exchange Notes are substantially identical to those of the notes
you currently own, except that some transfer restrictions and
registration rights relating to the notes you currently own do not
apply to the Exchange Notes.
The Exchange Offer........................... We are offering to issue the Exchange Notes in exchange for the
notes you currently own on a dollar-for-dollar basis. The notes
you currently own were not registered with the SEC. We are
offering to issue the Exchange Notes to satisfy our obligations
contained in the registration rights agreement entered into when
the notes you currently own were originally sold by us. You may
take part in this exchange offer by following the procedures
described in this prospectus under the heading 'The Exchange
Offer.'
Expiration Date.............................. This exchange offer will expire at 5:00 p.m., New York City time,
on [ ], 1999, unless we extend it.
Tenders...................................... If you decide to exchange your notes for Exchange Notes, you must
acknowledge that you are not engaging in, and do not intend to
engage in, a distribution of your new Exchange Notes.
Withdrawal................................... If you decide to exchange your notes, you may change your mind and
choose not take part in this exchange offer at any time prior to
[ ], 1999. If we decide for any reason not to accept any
notes you currently own for exchange, your notes will be returned
without expense to you promptly after the expiration or
termination of this exchange offer.
Conditions to the Exchange Offer............. The exchange offer is subject to some conditions, which we may
waive. Please read the section 'The Exchange Offer -- Conditions
to the Exchange Offer' of this prospectus for more information
regarding conditions to this exchange offer.
Federal Tax Considerations................... Your exchange of notes for Exchange Notes generally will not
result in any gain or loss to you for federal income tax purposes.
See 'United States Income Tax Consequences' section of this
prospectus.
Procedures for Tendering Old Notes........... See the procedures described in this prospectus under the heading
'The Exchange Offer -- General Procedures.'
</TABLE>
5
<PAGE>
<PAGE>
<TABLE>
<S> <C>
Use of Proceeds.............................. We will receive no proceeds from the exchange of notes for
Exchange Notes. For more details, see 'Use of Proceeds' section.
Exchange Agent............................... The Chase Manhattan Bank, trustee for the notes, is the exchange
agent for this exchange offer. The Chase Manhattan Bank's address
and telephone number are set forth under the heading 'The Exchange
Offer -- Exchange Agent.'
No Dissenters' or Appraisal Rights........... Holders of notes will not have dissenters' rights or appraisal
rights in connection with this exchange offer. See 'The Exchange
Offer -- Appraisal Rights.'
</TABLE>
CONSEQUENCES OF NOT EXCHANGING NOTES
If you do not exchange your notes for the Exchange Notes, you will continue
to be subject to the restrictions on transfer of your notes described in the
legend on your notes. The restrictions on transfer of your notes exist because
we issued the notes you currently own pursuant to exemptions from, or in
transactions not subject to, the registration requirements of the Securities Act
and state securities laws. In general, you may only offer or sell the notes you
currently own if they are registered under the Securities Act and state
securities laws, or offered and sold pursuant to an exemption from those
requirements. We do not intend to register the notes you currently own under the
Securities Act.
In addition, if you take part in this exchange offer for the purpose of
participating in a distribution of your new Exchange Notes, your Exchange Notes
may be treated as restricted securities. If so, you will be required to comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale of your Exchange Notes. To the extent notes are
tendered and accepted by us, any trading market for the notes you currently own
would be adversely affected.
6
<PAGE>
<PAGE>
SUMMARY DESCRIPTION OF THE EXCHANGE NOTES
The terms of the Exchange Notes and the notes you currently own are
identical in all material respects, except that some transfer restrictions and
registration rights relating to the notes you currently own do not apply to the
Exchange Notes.
<TABLE>
<S> <C>
Securities Offered........................... We are offering up to $300,000,000 aggregate principal amount of
7.125% Exchange Notes, Series A due December 17, 2003.
Guaranty..................................... The payment of principal, premium, if any, and interest on the
Exchange Notes is guaranteed by AT&T Capital. AT&T Capital is not
owned by, and is not affiliated with, AT&T Corp.
Maturity Date................................ December 17, 2003.
Interest Payment Dates....................... June 15 and December 15, beginning December 15, 1999.
Ranking and Security......................... The Exchange Notes will be unsecured obligations of Newcourt. The
Exchange Notes will rank equally in right of payment with all
other unsecured and unsubordinated indebtedness of Newcourt.
Redemption................................... We do not have the option to redeem the Exchange Notes and the
holders of the Exchange Notes will not have the option to request
repayment of the Exchange Notes prior to December 17, 2003.
Certain Covenants............................ The indenture under which we are issuing the Exchange Notes
contains covenants restricting or limiting our ability to, among
other things:
merge or consolidate with other companies,
sell substantially all of our assets, or
incur some types of liens.
Registration Rights.......................... You will not be entitled to any registration rights in connection
with the Exchange Notes.
</TABLE>
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the unaudited historical ratios of earnings
to fixed charges for Newcourt for the three month period ended March 31, 1999
and for the years ended December 31, 1994 through 1998.
<TABLE>
<CAPTION>
HISTORICAL(1)
YEAR ENDED
AS AT DECEMBER 31,
MARCH 31, ------------------------------------
1999(1) 1998 1997 1996 1995 1994
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................................ 1.30 1.47 1.11 1.60 1.53 1.55
</TABLE>
- ------------
(1) Calculated under Canadian GAAP, earnings before income taxes and cumulative
effect on prior years of accounting change plus fixed charges (the sum of
interest on indebtedness and the portion of rentals representative of the
interest factor) divided by fixed charges.
7
<PAGE>
<PAGE>
The following table sets forth the unaudited historical ratios of earnings
to fixed charges for AT&T Capital for the three month period ended March 31,
1999 and for the years ended December 31, 1994 through 1998.
<TABLE>
<CAPTION>
HISTORICAL(1)
YEAR ENDED
AS AT DECEMBER 31,
MARCH 31, ------------------------------------
1999(1) 1998 1997 1996 1995 1994
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................................ 1.13 1.35 1.07 1.60 1.50 1.62
</TABLE>
- ------------
(1) Calculated under U.S. GAAP, earnings before income taxes and cumulative
effect on prior years of accounting change plus fixed charges (the sum of
interest on indebtedness and the portion of rentals representative of the
interest factor) divided by fixed charges. Fixed charges do not include
distributions on company-obligated preferred securities of the company's
subsidiaries. Prior to October 1, 1996, a portion of the company's
indebtedness to AT&T Corp. did not bear interest.
SELECTED CONSOLIDATED FINANCIAL INFORMATION OF NEWCOURT
The following selected financial information has been derived from the
consolidated financial statements of Newcourt for the quarters ended March 31,
1999 and 1998 and for the five years ended December 31, 1998. The information
should be read in conjunction with the consolidated financial statements and
accompanying notes which are contained in Newcourt's Annual Report filed on
Form 40-F for the year ended December 31, 1998, incorporated into this
prospectus.
SELECTED SUMMARY FINANCIAL INFORMATION
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)(1)
<TABLE>
<CAPTION>
FOR THE QUARTER
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
-------------------------- -------------------------------------------------------------------
1999(10) 1998(8) 1998(2)(8) 1997(8) 1996(8) 1995(8) 1994(8)
----------- ----------- ----------- ---------- ---------- ---------- --------
$ $ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Securitization and syndication
fees.......................... $ 49,257 $ 55,509 $ 291,300 $ 121,668 $ 56,380 $ 28,589 $ 22,124
Net income from affiliated
companies and management
fees.......................... $ 92,786 $ 31,243 $ 148,630 $ 29,154 $ 20,422 $ 11,663 $ 5,599
Net finance income.............. $ 94,676 $ 122,494 $ 525,612 $ 54,346 $ 33,752 $ 19,127 $ 10,264
----------- ----------- ----------- ---------- ---------- ---------- --------
Total asset financial income.... $ 236,719 $ 209,246 $ 965,542 $ 205,168 $ 110,555 $ 59,379 $ 37,987
Operating income................ $ 60,396 $ 46,062 $ 304,170 $ 76,719(3) $ 41,332 $ 23,477 $ 15,856
Net income...................... $ 36,057 $ 27,311 $ 189,661 $ 23,466 $ 32,654 $ 18,946 $ 12,072
Earnings per Common and Special
Share(4)(5)(6)................ $ 0.24 $ 0.21 $ 1.33 $ 0.86(3) $ 0.62 $ 0.49 $ 0.39
Fully diluted earnings per
Common and Special
Share(6)(7)................... $ 0.24 $ 0.21 $ 1.33 $ 0.34 $ 0.62 $ 0.49 $ 0.39
</TABLE>
<TABLE>
<CAPTION>
AS AT MARCH 31, AS AT DECEMBER 31,
-------------------------- -------------------------------------------------------------------
1999(10) 1998(8) 1998(2)(8) 1997(8) 1996(8) 1995(8) 1994(8)
----------- ----------- ----------- ---------- ---------- ---------- --------
$ $ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(8)
Total assets.................... $15,883,152 $12,234,021 $15,352,957 $3,983,717 $1,426,078 $ 876,305 $472,897
Debt............................ $12,148,897 $ 8,882,375 $11,607,184 $1,797,478 $1,025,742 $ 684,189 $333,026
Shareholders' equity(4)(5)...... $ 3,047,999 $ 2,461,904 $ 3,018,305 $1,972,520 $ 332,416 $ 157,978 $103,709
</TABLE>
8
<PAGE>
<PAGE>
SELECTED SUMMARY FINANCIAL INFORMATION
(IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT PER SHARE AMOUNTS)(1)
<TABLE>
<CAPTION>
FOR THE QUARTER
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
-------------------------- ------------------------------------------------------------
1999(9)(10) 1998 1998(2) 1997 1996 1995 1994
----------- ----------- ---------- --------- --------- --------- -------
C$ C$ C$ C$ C$ C$ C$
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Securitization and syndication
fees............................ $ 74,802 $ 86,154 452,119 188,837 87,506 44,372 34,338
Net income from affiliated
companies and management fees... $ 140,905 $ 48,491 230,685 45,249 31,697 18,102 8,690
Net finance income................ $ 143,775 $ 190,119 815,787 84,349 52,386 29,686 15,930
----------- ----------- ---------- --------- --------- --------- -------
Total asset financial income...... $ 359,482 $ 324,764 1,498,591 318,435 171,589 92,160 58,958
Operating income.................. $ 91,718 $ 71,491 472,093 119,074(3) 64,150 36,438 24,610
Net income........................ $ 54,756 $ 42,388 294,367 36,421 50,681 29,405 18,737
Earnings per Common and Special
Share(4)(5)(6).................. $ 0.36 $ 0.32 2.06 1.33(3) 0.96 0.76 0.60
Fully diluted earnings per Common
and Special Share(6)(7)......... $ 0.36 $ 0.32 2.06 0.52 0.96 0.76 0.60
</TABLE>
<TABLE>
<CAPTION>
AS AT MARCH 31, AS AT DECEMBER 31,
-------------------------- ------------------------------------------------------------
1999(9)(10) 1998 1998(2) 1997 1996 1995 1994
----------- ----------- ---------- --------- --------- --------- -------
C$ C$ C$ C$ C$ C$ C$
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets...................... $24,010,812 $18,988,082 23,828,895 6,183,016 2,213,376 1,360,088 733,970
Debt.............................. $18,365,680 $13,786,085 18,015,185 2,789,816 1,592,026 1,061,911 516,881
Shareholders' equity(4)(5)........ $ 4,729,720 $ 3,821,053 4,684,627 3,061,493 515,934 245,194 160,964
</TABLE>
(1) Certain amounts have been reclassified to conform to the presentation
adopted in the current year.
(2) The increase in the amounts reflected in the selected financial information
for 1998 as compared to 1997 was primarily attributable to the inclusion of
AT&T Capital Corporation, which was acquired by Newcourt in 1998.
(3) Before pre-tax restructuring charges of U.S. $66.4 million (C$103.0
million).
(4) Based on the weighted average number of Common Shares and Special Shares
outstanding during the period.
(5) On November 30, 1995, 1,611,000 Special Shares were converted into 1,611,000
Common Shares. On December 27, 1995, 1,411,675 Special Shares were converted
into 1,411,675 Common Shares. On July 2, 1996, the remaining 199,325 Special
Shares were converted into 199,325 Common Shares. On December 11, 1995,
Newcourt redeemed and cancelled all issued and outstanding Preference
Shares.
(6) Effective April 17, 1997, Newcourt subdivided on a two-for-one basis all of
Newcourt's issued and outstanding Common Shares and all of Newcourt's Common
Shares reserved for issuance. The Selected Summary Financial Information set
out in the above table has been adjusted to reflect the stock split.
(7) Based on the weighted average number of Common Shares and Special Shares
outstanding during the period after giving effect to the exercise of
outstanding stock options and any other dilutive item.
(8) Since Newcourt had adopted the U.S. dollar as its reporting currency
effective January 1, 1999, Newcourt's historical financial information has
been converted to U.S. dollars using the December 31, 1998 exchange rate of
.6443. As of May 19, 1999, the Canadian to U.S. dollar exchange rate was
0.6811.
(9) Since Newcourt had adopted the U.S. dollar as its reporting currency
effective January 1, 1999, the selected financial data regarding the income
statement and earnings per share data; total assets and debt; and
shareholders' equity has been converted to Canadian dollars using the
quarterly weighted average exchange rate of .6585; the quarter end exchange
rate of .6615 and the historical exchange rate, respectively. As of May 19,
1999, the Canadian to U.S. dollar exchange rate was 0.6811.
(10) Newcourt recorded a one-time pre-tax gain of U.S. $56.6 million (C$85.9
million) arising from its unwinding of certain currency hedges no longer
required following the change in Newcourt's reporting currency to U.S.
dollars from Canadian dollars.
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RISK FACTORS
You should give careful consideration to the following risk factors, in
addition to the other information included or incorporated by reference in this
prospectus. To the extent any of the information in this prospectus constitutes
a 'forward-looking statement' for purposes of Section 21E of the Exchange Act or
Section 27A of the Securities Act, the risk factors set forth below are
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those anticipated in forward-looking
statements. We cannot be certain that our actual results will not materially
differ from those anticipated in forward-looking statements contained in this
prospectus.
Before you participate in this exchange offer, you should be aware that
there are various risks, including the ones listed below. You should carefully
consider these risk factors, as well as other information contained in this
prospectus in evaluating your participation in the exchange offer.
NEWCOURT AND AT&T CAPITAL REQUIRE SUBSTANTIAL CASH TO FUND OPERATIONS AND
SERVICE DEBT
Each of Newcourt's and AT&T Capital's business requires substantial amounts
of cash to support growth and operations. Any number of factors which are beyond
our control, such as credit ratings, interest rates, general economic conditions
and the perception of Newcourt's and AT&T Capital's business, results of
operations, leverage, financial condition and business prospects, may affect the
ability of Newcourt and AT&T Capital to obtain funds and the cost of these
funds. Further, each of Newcourt and AT&T Capital may now, or in the future
become, subject to restrictions as a result of our participation in other debt
financing transactions. These restrictions might also affect the amount of cash
available to us to operate our respective businesses. While Newcourt and AT&T
Capital each continue to obtain new sources of funding, we cannot be certain
that cash in an amount sufficient to fund the operations of our respective
businesses will always be available.
SENSITIVITY TO CHANGES IN DEBT RATINGS
Newcourt's long-term debt is rated 'Baa3' by Moody's Investors Services
Inc. and 'BBB' by Standard & Poor's Ratings Services. AT&T Capital's long-term
debt is rated 'A - ,' 'BBB+,' 'Baa3' and 'BBB' by Duff & Phelps Credit Rating
Co., Fitch IBCA, Inc., Moody's Investors Services Inc. and Standard & Poor's
Ratings Services, respectively. We cannot be certain that any of these ratings
agencies will not, at any time, change these ratings. In the event any ratings
were lowered, this downgrading would: (1) result in relatively higher borrowing
costs, (2) reduce access to traditional funding sources and (3) reduce
competitiveness, particularly if any such assigned rating is in a generic rating
category that signifies that the debt is less than investment grade. In
addition, if our debt ratings are downgraded to ratings below investment grade,
such downgrading could result in the termination of our Lucent agreement. Any
such downgrading could have an adverse effect on Newcourt's or AT&T Capital's
business and a negative impact on the value of the Exchange Notes offered by
this prospectus.
NEWCOURT AND AT&T CAPITAL DEPEND ON SECURITIZATION PROGRAMS TO PROVIDE FINANCING
Newcourt and AT&T Capital each sell financial assets ('securitizations')
and retain an interest in those financial assets. Our securitization
transactions are structured as both private conduit programs and the sale of
publicly offered securities. These transactions allow each of Newcourt and AT&T
Capital to record securitization gains, manage its respective leverage ratio and
to transfer credit risk. Any delay or decrease in the sale of finance assets
and/or an increase in the actual defaults from that expected may cause
Newcourt's and AT&T Capital's net income and leverage to be adversely affected.
Any delay in the securitization of finance receivables may cause leverage to
fluctuate, postpone the recognition of the gain on such finance receivables and
cause our net income to fluctuate from period to period.
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NEWCOURT AND AT&T CAPITAL OPERATE IN A HIGHLY COMPETITIVE INDUSTRY
The equipment leasing and finance industry in which Newcourt and AT&T
Capital operate is highly competitive and is undergoing a process of
consolidation. As a result, certain of our competitors' relative cost bases have
been reduced. We compete with these companies through price (including the
ability to control costs), risk management, innovation and customer services.
Principal cost factors include the cost of funds, the cost of selling to or
obtaining new end-user customers and vendors and the cost of managing
portfolios.
Our competitors include captive or related leasing companies (such as
General Electric Capital Corporation and IBM Credit Corporation), independent
leasing companies (such as Comdisco, Inc.), certain banks engaged in leasing,
lease brokers and investment banking firms that arrange for the financing of
leased equipment, and manufacturers and vendors which lease their own products
to customers. In addition, we compete with all banking and other financial
institutions, manufacturers, vendors and others who extend or arrange credit for
the acquisition of equipment and in a sense, with end-users' available cash
resources to purchase equipment that Newcourt or AT&T Capital may otherwise
finance. Many of our competitors are large companies that have substantial
capital, technological and marketing resources; some of these competitors are
significantly larger than we are and have access to borrowings at a lower cost
than we do. In addition, we may not have, in the immediate future, access to
sufficient U.S. federal tax capacity to pursue efficiently U.S. tax based lease
financing.
CHANGES IN RELATIONSHIPS WITH MAJOR VENDORS COULD ADVERSELY AFFECT RESULTS OF
OPERATIONS
A significant portion of Newcourt's and/or AT&T Capital's consolidated net
income is attributable to the financing provided by major vendor relationships,
including those with Lucent Technologies, Inc., Dell Corporation, Snap-on
Incorporated, Western Star Trucks Inc. and Yamaha Corporation, with respect to
products manufactured or distributed by them and, to a lesser extent, to Lucent
as an end-user, primarily with respect to the lease of information technology
and other equipment or vehicles.
Newcourt's and AT&T Capital's commercial relationships with these and other
major vendors are governed by formal agreements. Although Newcourt and AT&T
Capital intend to seek to maintain and improve their existing relationships with
these and other major vendors, we cannot be certain that any agreement with
these and other major vendors will be extended beyond their respective
termination dates. Further, if they are extended, we cannot be certain that the
terms and conditions of future agreements with our major vendors will be as
beneficial to Newcourt and AT&T Capital. If we fail to renew any of those
agreements or change the terms of the agreements with our major vendors, this
may have a material adverse effect on Newcourt and AT&T Capital.
In addition, these agreements may contain provisions which allow these
vendors to terminate their respective agreement. The agreement with Lucent
contains provisions which allow Lucent to terminate the agreement prior to its
termination date. If the agreement with Lucent is terminated, the results of
operations of Newcourt and AT&T Capital could be adversely affected.
NEWCOURT AND AT&T CAPITAL HAVE GUARANTEED EACH OTHERS' SECURITIES
Newcourt Guarantee. Newcourt has fully and unconditionally guaranteed (the
'Newcourt Guarantee') the payment of any present and future principal,
indebtedness for borrowed money incurred by AT&T Capital or by any other person
whose debts AT&T Capital has guaranteed, except for (1) any indebtedness for
borrowed money where the terms of that indebtedness specifically provide that
repayment is not guaranteed by Newcourt; and (2) any indebtedness, (a) for
borrowed money secured by liens on, or payable solely from the income and
proceeds of, any property of AT&T Capital or any of its subsidiaries and (b)
which is not a general obligation of AT&T Capital.
Newcourt's liability under the Newcourt Guarantee is unlimited in amount
and absolute and unconditional in that defenses based on the lack of validity or
the unenforceability of the AT&T
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Capital debt or any defense or counterclaim available to AT&T Capital will not
be available to Newcourt. Because Newcourt expects to guarantee future AT&T
Capital debt, as well as amendments, supplements, restatements or replacements
of existing AT&T Capital debt, the total outstanding principal amount of AT&T
Capital debt to be guaranteed by Newcourt is expected to increase in the future.
The aggregate principal amount of AT&T Capital debt was U.S. $9.1 billion
(C$13.8 billion) as of March 31, 1999.
AT&T Capital Guarantee. As stated above, AT&T Capital, Newcourt's
subsidiary, will guarantee the repayment of the Exchange Notes. If a court in a
lawsuit by an unpaid creditor or representative of creditors of AT&T Capital
were to find that, at the time AT&T Capital issued its guarantee, AT&T Capital
was insolvent, or was rendered insolvent by reason of the incurrence of its
obligation under the guarantee, was engaged in a business or transaction for
which its remaining unencumbered assets constituted unreasonably small capital,
or that AT&T Capital intended to incur, or believed that it would incur, debts
beyond its ability to pay as such debts matured or intended to hinder, delay, or
defraud its creditors, such court could, under state or federal fraudulent
transfer law, avoid the guarantee and order that any payments made by AT&T
Capital pursuant to the guarantee be returned to AT&T Capital or to a fund for
the benefit of its creditors. A court could also subordinate the guarantee to
all existing and future indebtedness of AT&T Capital, the effect of which would
be to entitle AT&T Capital's other creditors to be paid in full before any
payment could be made on AT&T Capital's guarantee of the Exchange Notes.
Newcourt and AT&T Capital believe that the issuance of the guarantee by AT&T
Capital will not render AT&T Capital insolvent; however, we are not certain that
a court would agree with that belief or that a court would not avoid AT&T
Capital's guarantee on grounds other than insolvency.
In connection with Newcourt's acquisition of AT&T Capital, AT&T Capital
guaranteed the payment of certain indebtedness and liquidity facilities issued,
guaranteed or entered into by Newcourt for the benefit of the holders of the
Newcourt debt securities. The amount of Newcourt debt securities covered by AT&T
Capital's guarantee was U.S. $2.3 billion (C$3.5 billion) at March 31, 1999.
Because AT&T Capital's guarantee covers Newcourt's future indebtedness in
addition to the current Newcourt debt securities, the aggregate outstanding
principal amount of the Newcourt debt securities to be covered by AT&T Capital's
guarantee is expected to increase in the future.
The liability of AT&T Capital under AT&T Capital's guarantee is unlimited
in amount and absolute and unconditional in that defenses based, among other
things, on the lack of validity or the unenforceability of the Newcourt debt
securities or any defense or counterclaim available to Newcourt will not be
available to AT&T Capital.
ALLOWANCE FOR CREDIT LOSSES MAY NOT BE ADEQUATE; ESTIMATED RESIDUAL VALUES MAY
NOT BE REALIZED
In connection with origination of finance receivables, capital leases and
operating leases, Newcourt and AT&T Capital are subject to the risk that our
allowances for credit losses may not be enough to cover ultimate losses. If our
allowance is not adequate to cover our credit losses actually incurred,
Newcourt's and AT&T Capital's results of operations and financial condition may
be materially adversely affected. In addition, the estimated residual values may
not be realized at the end of the lease terms and realization of these residual
values has historically been a significant element of the net income of AT&T
Capital. If Newcourt and/or AT&T Capital fail to realize the estimated residual
values, their results of operations and financial constitution may be materially
adversely affected.
FOREIGN CURRENCY EXCHANGE RISK
Newcourt operates in twenty-six countries and, as a result, is subject to
the effects of fluctuations in foreign currency exchange rates. If these foreign
currency exchange rates move
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adverse to Newcourt's reported currency, it could have a material adverse impact
on Newcourt's financial position and results of operations.
PENDING COMBINATION WITH THE CIT GROUP, INC.
Newcourt has entered into an agreement providing for a business combination
with The CIT Group. See 'Recent Developments.' The proposed business combination
of CIT and Newcourt is subject to a number of conditions, including a condition
relating to the financial performance of Newcourt. See 'Newcourt -- Announced
Acquisition of Newcourt.' One of the conditions to CIT's obligation to acquire
Newcourt under the Agreement and Plan of Reorganization is the cumulative
achievement of 75% of analysts' estimates of Newcourt's financial performance.
Specifically, as of the effective date of the reorganization, the cumulative
consolidated quarterly earnings per share of Newcourt on a fully-diluted basis
from January 1, 1999, based on Newcourt's published operating results, must
equal at least 75% of the cumulative consolidated quarterly earnings per share
of Newcourt on a fully-diluted basis estimated by analysts surveyed by IBES
International Inc. (All references in this paragraph to Newcourt's quarterly
earnings per share are based on Canadian GAAP.) The IBES consolidated quarterly
earnings per share estimates (on a fully-diluted basis) are as follows: first
quarter U.S. $0.39, second quarter U.S. $0.44, third quarter U.S. $0.49 and
fourth quarter U.S. $0.55. Newcourt reported earnings per share on a fully
diluted basis of U.S. $0.24 for the first quarter of 1999, missing the estimate
of U.S. $0.39 and falling below the 75% target of the estimates. However, the
condition to CIT's obligations under the Agreement and Plan of Reorganization
requires Newcourt to meet the financial targets on a cumulative basis.
Therefore, since the reorganization is currently scheduled to be completed in
the third quarter of 1999, Newcourt may still be able to satisfy this condition.
We cannot be certain that Newcourt will be able to satisfy this condition and
all of the other conditions to the completion of the acquisition of Newcourt
by CIT specified in the Agreement and Plan of Reorganization, or that the
transaction will be completed in accordance with the terms of the agreement
with CIT.
Preparing for the completion of this combination and, if completed,
integration of Newcourt and The CIT Group will require a substantial amount
of management's time. Diversion of management attention from Newcourt's
existing business as well as problems that may arise in connection with the
integration of Newcourt's and the CIT Group's operations may have a material
adverse impact on Newcourt's revenues and results of operations. The integration
of Newcourt and The CIT Group may result in additional expenses which could
negatively impact Newcourt's results of operations. Further, the uncertainty
created by the combination may result in the loss of management and other
employees. The unavailability of these people and the resulting disruption in
Newcourt's operations could have a material adverse effect on Newcourt's
business.
The transaction involves the integration of two companies that have
different corporate cultures and that have previously operated independently. In
addition, the composition of the combined company's management will be new. The
success of the combined company will depend to a significant degree on the
compatability of key executives and its ability to retain highly-skilled
personnel. It is not certain that the two companies will be able to integrate
their operations without encountering difficulties, including incompatability of
key executives, the loss of key employees and customers, the disruption of our
respective ongoing businesses or possible inconsistencies in systems, standards,
procedures and policies.
READINESS FOR YEAR 2000
The 'Year 2000 issue' arises from widespread use of computer programs that
rely on two-digit date codes to perform computations or decision-making
functions. Newcourt and AT&T Capital are addressing the Year 2000 issue from a
global perspective. In early 1998, we established a global Year 2000 Program
Office to provide oversight from both a business and technical perspective. The
program coordinates vendors, consultants and regional Year 2000 resources. We
converted our critical systems in 1998. We will convert remaining systems and
conduct compliance testing and certification in 1999. We plan to consolidate our
operations onto a limited set of identified Year 2000 compliant systems in order
to achieve operational efficiencies and to minimize any potential problems or
costs due to the Year 2000 issue. We do not anticipate that the total cost of
these Year 2000 compliance activities will be material to our financial position
or results of operations in any given year. However, we cannot be certain that
our compliance activities will be sufficient to address all possible effects
of the Year 2000 issue. Significant Year 2000 failures in Newcourt's or AT&T
Capital's systems or in the systems of third parties (or third parties upon
whom they depend) could have a material adverse effect on Newcourt's or AT&T
Capital's, respectively, financial condition and results of operations.
ABSENCE OF PUBLIC MARKET
We do not intend to list the Exchange Notes on any securities exchange. The
old notes are eligible for trading in the PORTAL market of the National
Association of Securities Dealers, Inc. Market making activity, if any, may be
limited during the exchange offer.
CONSEQUENCES OF FAILURE TO EXCHANGE NOTES
If you do not exchange your notes for the Exchange Notes pursuant to the
exchange offer, you will continue to be subject to the restriction on transfer
of your notes described in the legend on your notes. The restrictions on
transfer of your notes arise because we issued the notes pursuant to exemptions
from, or in transactions not subject to, the registration requirements of the
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Securities Act and applicable state securities laws. In general, you may only
offer or sell the notes if they are registered under the Securities Act and
applicable state securities laws, or offered and sold pursuant to an exemption
from such requirements. We do not intend to register the notes under the
Securities Act. In addition, if you exchange your notes in the exchange offer
for the purpose of participating in a distribution of the Exchange Notes, you
may be deemed to have received restricted securities and, if so, will be
required to comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction. To the extent
notes are tendered and accepted in the exchange offer, the trading market, if
any, for the notes would be adversely affected.
OTHER RISKS
You should carefully review the risk factors described in the other
documents we file from time to time with the Canadian securities regulatory
authorities and the SEC, including those risk factors set forth in Form 40-F
relating to our Annual Report to the Shareholders for the year ended December
31, 1998.
USE OF PROCEEDS
Newcourt will not receive any proceeds from this exchange offer. We used
the net proceeds received from the offering of the notes (approximately U.S.
$297.4 million, after deducting the estimated expenses of the offering of the
notes) primarily to finance installment sale and lease agreements with respect
to direct financing programs and to repay some of our debts including Newcourt
debt securities as they became due.
NEWCOURT
BUSINESS
Newcourt possesses asset management and processing skills, systems
capabilities, a broad range of clients, a solid credit underwriting performance
and a consistent operating history. Newcourt originates asset finance business
through innovative financing techniques. We provide focused client services and
complementary product offerings. Newcourt has a conservative risk management
culture.
Newcourt has organized its activities and operations around three core
businesses: (1) Newcourt Financial; (2) Newcourt Capital; and (3) Newcourt
Services.
Newcourt Financial. Newcourt Financial, our commercial finance
business, provides asset-based sales and inventory financing for a
variety of equipment to both vendors and customers. Newcourt
Financial offers these services through select strategic
relationships with equipment manufacturers, dealers and distributors
and certain professional associations and organizations. Newcourt
Financial's strategy focuses on the creation, maintenance and
enhancement of vendor programs ensuring its position as the premier
provider of global asset based financial products.
Newcourt Financial focuses on the following sectors:
Transportation and Industrial Finance -- provides inventory and
term financing in North America in the transportation,
construction, industrial and fleet vehicle leasing
marketplaces;
Technology Finance -- provides direct and vendor financing in
North America to manufacturers, distributors and resellers of
information technology hardware and software and to their
customers;
Telecommunications Finance -- provides vendor financing in
North America to the telecommunication industry under an
exclusive international vendor program with Lucent Technologies
Inc.;
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Business Finance -- provides asset-based sales and inventory
financing to vendors and customers in the commercial,
industrial, health care and retail finance markets in North
America;
Specialty Finance -- provides a variety of financial products
to the small business and health care markets in North America
through micro-balance leasing, government supported (SBA and
SBLA) programs and intermediary financial services;
Technology Services -- provides other Newcourt business units
with the ability to underwrite operating leases and rental
products for the information technology business sector; and
International/Joint Ventures and Operations -- provides
specialized support in Europe, Asia Pacific and Latin America
for Newcourt's established vendor programs and develops and
manages dedicated joint venture structures.
Newcourt Capital. Newcourt Capital is our corporate finance business
which provides asset-based financing for high value assets as well as
related advisory services. Newcourt Capital's customers include
equipment manufacturers, corporate clients, governments and public
sector agencies. Newcourt Capital works with a growing list of
international clients, including major corporations, governments and
agencies. Newcourt Capital focuses on the following sectors:
Aerospace Finance -- provides financial services in Canada, the
United States and Europe to both the commercial aviation
market, with an emphasis on the regional airline industry, and
the general aviation market, with an emphasis on the corporate
aircraft and helicopter market segments;
Rail Finance -- provides financing and advisory services to
railroads and industrial rail shippers in Canada and the United
States;
Public Sector Finance -- provides financing and advisory
services in Canada, the United Kingdom and internationally to
governments, public sector agencies and corporate clients in
the infrastructure and institutional health care sectors;
Project Finance -- provides limited or non-recourse project
specific financing for institutional and corporate clients in
North America and the United Kingdom;
Structured Finance -- provides structure financing services in
Canada, the United States and Europe, including cross-border
leases, single investor leases, synthetic leases and
off-balance sheet financings;
Media and Communications Finance -- provides debt financing
services to the communications market and various media sectors
in North America;
Business Finance -- provides financing in North America for
acquisitions, buy-outs and recapitalizations which are done in
conjunction with existing management teams and/or established
financial buyers of companies.
Newcourt Services. Newcourt Services is our service business
responsible for providing cost effective control, growth and support
services to Newcourt Financial and Newcourt Capital. Newcourt
Services consists of the following corporate functions: Treasury,
Credit and Risk Management, Financial Reporting and Administration,
Human Resources, Communications & Marketing, Tax Planning and
Compliance, Systems Development, and Quality Assurance.
Newcourt's long-term debt is rated 'Baa3' by Moody's Investors Services
Inc. and 'BBB' by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies.
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ANNOUNCED ACQUISITION OF NEWCOURT
On March 8, 1999, Newcourt announced that it had entered into an Agreement
and Plan of Reorganization with The CIT Group, Inc. pursuant to which the
outstanding common shares of Newcourt will be converted into either
common stock of The CIT Group, Inc. or, in the case of shares held by Canadian
residents who so elect, into a new class of stock exchangeable into common
stock of The CIT Group, Inc., and Newcourt will become a wholly-owned subsidiary
of The CIT Group, Inc. Completion of the transaction is subject to a number of
conditions set forth in the Agreement and Plan of Reorganization, which is
on file with the SEC. This description of the Agreement and Plan of
Reorganization is qualified in its entirety by reference to the full and
complete text of the agreement.
Newcourt is not certain whether or when the transaction contemplated by the
Agreement and Plan of Reorganization will be completed. One of the conditions
to CIT's obligation to acquire Newcourt under the Agreement and Plan of
Reorganization is the cumulative achievement of 75% of analysts' estimates of
Newcourt's financial performance. Specifically, as of the effective date of the
reorganization, the cumulative consolidated quarterly earnings per share of
Newcourt on a fully-diluted basis from January 1, 1999, based on Newcourt's
published operating results, must equal at least 75% of the cumulative
consolidated quarterly earnings per share of Newcourt on a fully-diluted basis
estimated by analysts surveyed by IBES International Inc. (All references in
this paragraph to Newcourt's quarterly earnings per share are based on Canadian
GAAP.) The IBES consolidated quarterly earnings per share estimates (on a
fully-diluted basis) are as follows: first quarter U.S. $0.39, second quarter
U.S. $0.44, third quarter U.S. $0.49 and fourth quarter U.S. $0.55. Newcourt
reported earnings per share on a fully diluted basis of U.S. $0.24 for the
first quarter of 1999, missing the estimate of U.S. $0.39 and falling below the
75% target of the estimates. However, the condition to CIT's obligations under
the Agreement and Plan of Reorganization requires Newcourt to meet the
financial targets on a cumulative basis. Therefore, since the reorganization is
currently scheduled to be completed in the third quarter of 1999, Newcourt may
still be able to satisfy this condition. We cannot be certain that Newcourt
will be able to satisfy this condition and all of the other conditions to the
completion of the acquisition of Newcourt by CIT specified in the Agreement and
Plan of Reorganization, or that the transaction will be completed in accordance
with the terms of the agreement with CIT.
Preparing for the consummation of this combination and, if completed,
integration of Newcourt and The CIT Group, Inc. will require a substantial
amount of management's time. Diversion of management attention from Newcourt's
existing business as well as problems that may arise in connection with the
integration of Newcourt's and The CIT Group, Inc.'s operations may have a
material adverse impact on Newcourt's revenues and results of operations. The
integration of Newcourt and The CIT Group may result in additional expenses
which could negatively impact Newcourt's results of operations. Further, the
uncertainty created by the combination may result in the loss of management and
other employees. The unavailability of such persons and the resulting disruption
in Newcourt's operations could have a material adverse effect on Newcourt's
business.
AT&T CAPITAL
AT&T Capital is a full-service, diversified equipment leasing and finance
company that operates principally in the United States and also has operations
in the Asia/Pacific region, Mexico 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.
AT&T Capital, a Delaware corporation, is a wholly owned subsidiary of
Newcourt Credit Group USA Inc., which in turn is a wholly owned subsidiary of
Newcourt. AT&T Capital, through certain of the originators, leases and finances
a wide variety of equipment, including telecommunications equipment (such as
private branch exchanges, telephone systems and voice processing units),
information technology equipment (such as personal computers, retail point of
sale systems and automated teller machines), general office, manufacturing and
medical equipment, and transportation equipment. In addition, the group provides
franchise financing for franchises
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and financing collateralized by real estate. As of December 31, 1998, AT&T
Capital consolidated portfolio assets (investment in finance receivables,
capital leases and operating leases) were comprised of, or collateralized by,
general equipment, information technology equipment, telecommunications
equipment, loans secured by real estate and transportation equipment. AT&T
Capital's leasing and financing services are marketed (i) to customers of
equipment manufacturers, distributors and dealers with which AT&T Capital has a
marketing relationship for financing services and (ii) directly to end-users of
equipment. AT&T Capital's approximately 500,000 customers include large global
companies, small and mid-sized businesses and federal, state and local
governments and their agencies.
As of March 31, 1999, AT&T Capital had, on a consolidated basis, total
assets of U.S. $10.5 billion, total liabilities of U.S. $9.6 billion and net
income for the quarter ended March 31, 1999 of U.S. $15.0 million.
As of December 31, 1998, AT&T Capital had, on a consolidated basis, total
assets of U.S. $10.8 billion, total liabilities of U.S. $9.9 billion and net
income for the year ended December 31, 1998 of U.S. $97.5 million.
AT&T Capital was founded in 1985 by AT&T Corp. as a captive finance company
to assist AT&T Corp.'s equipment marketing and sales efforts by providing its
customers with sophisticated financing. AT&T Capital is no longer owned in part
or affiliated with AT&T Corp.
THE EXCHANGE OFFER
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
The sole purpose of this exchange offer is to fulfill our obligations with
respect to the registration of the notes.
We will keep this exchange offer open for at least 20 business days. If you
take part in this exchange offer, you will receive an Exchange Note in the same
principal amount as each note you surrender to us. Interest on each Exchange
Note will accrue from the last interest payment date on which interest was paid
on the tendered notes or, if no interest has been paid on the tendered note,
from the date of the original issue of the note.
Under existing SEC interpretations, the Exchange Notes would in general be
freely transferable after the exchange offer without further compliance with the
registration and prospectus delivery requirements under the Securities Act.
However, any purchaser of the notes who is an affiliate of Newcourt or AT&T
Capital or who intends to participate in this exchange offer for the purpose of
distributing Exchange Notes will not be able to tender any notes in the exchange
offer, and those purchasers must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any sale or
transfer of the notes, unless the sale or transfer is made under an exemption
from such requirements. Moreover, a broker-dealer who acquired notes for its own
account as a result of market-making activities or other trading activities must
deliver a prospectus meeting the requirements of the Securities Act in
connection with the resale of the Exchange Notes. Newcourt has agreed for a
period of at least 180 days after completion of this exchange offer to make
available a prospectus meeting the requirements of the Securities Act to any
broker-dealer for use in connection with a resale of the Exchange Notes. A
broker-dealer that delivers a prospectus to purchasers in connection with
resales will be subject to some of the civil liability provisions under the
Securities Act and will be bound by the provisions of the registration rights
agreement.
If you want to replace your notes with Exchange Notes by participating in
this exchange offer, you will be required to certify that
(1) any Exchange Notes you may receive will be acquired in the ordinary
course of your business,
(2) you are not engaged in, and do not intend to engage in, and have no
arrangement with any person to participate in the distribution of the Exchange
Notes and
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(3) you are not an affiliate of Newcourt or AT&T Capital.
TERMS OF THE EXCHANGE
We are offering to exchange $1,000 in principal amount of Exchange Notes
for each $1,000 in principal amount of notes. This offer is made on the terms
and subject to the conditions set forth in this prospectus and the Letter of
Transmittal accompanying the registration statement and this prospectus.
The terms of the Exchange Notes are substantially identical to the terms of
your notes except that (1) your ability to transfer the Exchange Notes will not
be restricted and (2) you will not be entitled to the same registration rights
and liquidated damages provisions as you were prior to this exchange offer,
regardless of whether or not you choose to participate in this exchange offer.
The Exchange Notes will evidence the same debt as the notes you currently own
and will be entitled to the benefits of the Indenture. See 'Description of
Exchange Notes.'
This exchange offer is not conditioned upon any minimum aggregate principal
amount of notes being offered by you or accepted by us for exchange.
Resales. Based on our view of interpretations set forth in no-action
letters issued by the SEC, we believe that you may resell or otherwise transfer
the Exchange Notes unless you are (1) an affiliate of Newcourt or AT&T Capital,
(2) a broker-dealer who acquired notes directly from Newcourt or AT&T Capital or
(3) a broker-dealer who acquired notes as a result of market making or other
trading activities. In connection with a resale of the Exchange Notes, you will
not have to comply with the registration and prospectus delivery provisions of
the Securities Act so long as you acquire the notes in the ordinary course of
your business, and you are not engaged in, and do not intend to engage in, and
have no arrangement or understanding with any person to participate in, a
distribution of your Exchange Notes.
Resales by broker-dealers. Any broker-dealer that resells Exchange Notes
that were received by it for its own account pursuant to this exchange offer and
any broker or dealer that participates in a distribution of such Exchange Notes
may be deemed to be an 'underwriter' under the Securities Act. As a result, any
profit, commissions or concessions received on such a resale may be deemed to be
underwriting compensation under the Securities Act. Each broker-dealer that
receives Exchange Notes for its own account pursuant to this exchange offer must
acknowledge that it will deliver a prospectus in connection with any resale of
those Exchange Notes. The Letter of Transmittal states that by so acknowledging,
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an 'underwriter' within the meaning of the Securities Act.
Broker-dealers who acquired notes as a result of market making or other
trading activities may use this prospectus, as supplemented or amended, in
connection with resales of Exchange Notes. Newcourt has agreed that, for a
period of 180 days after the registration statement is declared effective, it
will make this prospectus available to any broker-dealer for use in connection
with any such resale. Any holder who tenders in the exchange offer for the
purpose of participating in a distribution of the Exchange Notes or any other
holder that cannot rely upon our interpretations of SEC no-action letters must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction.
Commissions and fees. You will not be required to pay brokerage commissions
or fees or, subject to the instructions in the Letter of Transmittal, transfer
taxes with respect to the exchange of your notes.
Interest. The Exchange Notes will bear interest from the most recent date
to which interest has been paid on the notes you currently own, or if no
interest has been paid, the initial issuance date of the old notes (December 15,
1998) at a rate of 7.125% per annum, payable semi-annually on June 15 and
December 15 of each year, commencing December 15, 1999.
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EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS
This exchange offer expires at 5:00 p.m., New York City time, on
[ , 1999] unless we decide to extend the expiration date. We may
extend the exchange offer at any time prior to the expiration date by giving
written notice to The Chase Manhattan Bank, as exchange agent, and by timely
public announcement communicated by no later than 5:00 p.m. on the next business
day following the expiration date, unless otherwise required by applicable law
or regulation, by making a release to the Dow Jones News Service. During an
extension of the exchange offer, all notes previously tendered pursuant to the
exchange offer will remain subject to the exchange offer.
The initial exchange date will be the first business day following the
expiration date. We expressly reserve the right to (1) terminate the exchange
offer and not accept any notes for any reason, including if any of the events
set forth below under 'Conditions to the Exchange Offer' shall have occurred and
(2) amend the terms of this exchange offer in any manner, whether before or
after any tender of notes. If any termination or amendment occurs, we will
notify the exchange agent in writing and will either issue a press release or
give written notice to you as promptly as practicable. Unless we terminate the
exchange offer prior to 5:00 p.m., New York City time, on the expiration date,
we will exchange the notes you currently own for Exchange Notes on the next
business day.
If we waive any condition to this exchange offer, or amend this exchange
offer in any other respect, then this exchange offer will expire on the fifth
business day after we give notice of the waiver or amendment.
HOW TO TENDER
You may tender your notes for exchange by following the procedures outlined
below. By tendering your notes, you are agreeing to the terms and conditions
contained in this prospectus and the Letter of Transmittal.
GENERAL PROCEDURES
You may tender your notes by either:
(1) completing and signing the Letter of Transmittal and delivering by
mail or facsimile, together with your notes and any required signature
guarantees (or a timely confirmation of a book-entry transfer (a
'Book-Entry Confirmation') pursuant to the procedure described below), to
The Chase Manhattan Bank, acting as the exchange agent, at its address set
forth on the back cover of this prospectus before the expiration date, or
(2) complying with the guaranteed delivery procedures described below.
If the Exchange Notes are to be issued (and any untendered notes are to be
reissued) in the name of the registered holder of the notes and that holder has
signed the Letter of Transmittal, a signature guarantee is not required. In any
other case, your notes must be endorsed or accompanied by written instruments of
transfer satisfactory to us signed by the registered holder and the signature on
the endorsement or instrument of transfer must be guaranteed by an eligible
institution, such as a bank, broker, dealer, credit union, savings association,
clearing agency or other institution (each an 'eligible institution') that is a
member of a recognized signature guarantee medallion program within the meaning
of Rule 17Ad-15 under the Exchange Act. If you want your notes to be delivered
to an address other than that of a registered holder appearing on the note
register for the notes you currently own, the signature on the Letter of
Transmittal must also be guaranteed by an eligible institution.
If your notes are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and you want to tender your notes you
should contact that institution right away and instruct them to tender your
notes on your behalf. If you want to tender your notes yourself, you must, prior
to completing and executing the Letter of Transmittal and delivering your notes,
either make arrangements to register ownership of the notes in your name or
follow the
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procedures described in the immediately preceding paragraph. The transfer of
record ownership to your name may take considerable time.
If you do not provide the exchange agent with your taxpayer identification
number and certify that that number is correct, the exchange agent will withhold
31% of the amount payable to you, unless a tax exemption concerning 'backup
withholding' otherwise applies. Unless such an exemption applies, you should
complete and sign the main signature form and the Substitute Form W-9 which are
part of the Letter of Transmittal to avoid such backup withholding.
DELIVERY OF NOTES TO THE EXCHANGE AGENT THROUGH THE DEPOSITARY TRUST COMPANY
The exchange agent will establish an account for the notes at The
Depositary Trust Company within two days after delivery of this prospectus to
you. Any financial institution that is a participant in The Depositary Trust
Company system may deliver your notes into the exchange agent's account at The
Depositary Trust Company. However, you still must either (1) complete and sign
the documents as described above or (2) follow the guaranteed delivery
procedures described below.
YOU ARE RESPONSIBLE FOR DELIVERY OF YOUR NOTES TO US BY THE EXPIRATION
DATE. IF YOU ARE SENDING YOUR NOTES BY MAIL, WE RECOMMEND THAT YOU USE INSURED
REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND THAT YOU MAIL YOUR NOTES WELL IN
ADVANCE OF THE EXPIRATION DATE.
FACSIMILE AND GUARANTEED DELIVERY PROCEDURES
If you want to exchange your notes and do not have enough time to get the
Letter of Transmittal to the exchange agent before the expiration of the offer,
you may still participate by complying with the following conditions. An
eligible institution, on your behalf, must deliver a letter, telegram or
facsimile, a form of which is available from the exchange agent, to the exchange
agent prior to the expiration date, which sets forth:
your name and address;
the amount of notes you want to exchange;
the names in which the notes are registered;
if possible, the certificate numbers of the notes being tendered; and
a guarantee that, within three NYSE trading days, the notes being
exchanged and a completed Letter of Transmittal will be delivered to
the exchange agent.
Your tender will be completed once the exchange agent receives your
completed Letter of Transmittal and your old notes.
VALIDITY OF TENDERS
We will make all decisions as to the validity, form, eligibility, timing
and acceptance of all tenders of notes. We reserve the right to reject any or
all tenders which are not in the proper form or which we, or our counsel,
determine is unlawful. We also reserve the right to waive any of the conditions
of this exchange offer. We may choose to accept tenders from some holders
despite defects or irregularities in those tenders, and not accept tenders
having the same defects or irregularities from other holders. No one has any
duty to notify you of any defects or irregularities in your tender. Our
interpretation of the terms and conditions of this exchange offer, including the
Letter of Transmittal, will be final and binding.
TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL
The Letter of Transmittal contains, among other things, the following terms
and conditions, which are part of this exchange offer.
A party tendering notes for exchange (the 'Transferor') exchanges,
assigns and transfers the notes to Newcourt and irrevocably
constitutes and appoints the exchange agent as
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the Transferor's agent and attorney-in-fact to cause the notes to be
assigned, transferred and exchanged.
The Transferor represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the notes and to
acquire Exchange Notes issuable upon the exchange of such tendered
notes, and that, when the same are accepted for exchange, Newcourt
will acquire good and unencumbered title to the tendered notes, free
and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim.
The Transferor also warrants that it will, upon request, execute and
deliver any additional documents deemed by Newcourt to be necessary
or desirable to complete the exchange, assignment and transfer of
tendered notes.
The Transferor further agrees that acceptance of any tendered notes
by Newcourt and the issuance of Exchange Notes in exchange therefor
shall constitute performance in full by Newcourt of its obligations
under the registration rights agreement and that Newcourt shall have
no further obligations or liabilities under that agreement (except in
certain limited circumstances).
All authority conferred by the Transferor will survive the death or
incapacity of the Transferor and every obligation of the Transferor
shall be binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of such Transferor.
By tendering notes and executing the Letter of Transmittal, you are
certifying that
any Exchange Notes to be received by you will be acquired in the
ordinary course of your business,
you have no arrangement with any person to participate in the
distribution of the Exchange Notes,
you are not an 'affiliate,' as defined in Rule 405 of the Securities
Act, of Newcourt or AT&T Capital, or if you are an affiliate of
Newcourt or AT&T Capital, you will comply with the registration and
prospectus delivery requirements of the Securities Act, and
you are not a broker-dealer, or if you are a broker-dealer, you are
not engaged in, and do not intend to engage in, the distribution of
the Exchange Notes, or if you are a broker-dealer that will receive
Exchange Notes for your own account in exchange for notes that were
acquired as a result of market making activities or other trading
activities, you will deliver a prospectus in connection with any
resale of your Exchange Notes.
WITHDRAWAL RIGHTS
You may withdraw your tender of your notes at any time prior to the
expiration date.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be received by the exchange agent prior to the
expiration date. Any notice of withdrawal must specify:
(1) the person named in the Letter of Transmittal as having tendered
notes to be withdrawn,
(2) the certificate numbers of notes to be withdrawn,
(3) the principal amount of notes to be withdrawn,
(4) a statement that you are withdrawing your election to have your
notes exchanged, and
(5) the name of the registered holder of the notes.
Also, the notice of withdrawal must be signed by the holder in the same
manner as the original signature on the Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence satisfactory to us
that the person withdrawing the tender has succeeded to the beneficial ownership
of the notes being withdrawn. The exchange agent will return the
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properly withdrawn notes promptly after it receives notice of withdrawal. All
questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by Newcourt, and its determination will be final and
binding.
ACCEPTANCE OF NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
On the terms and subject to the conditions of this exchange offer, we will
accept for exchange notes validly tendered and not withdrawn and we will issue
the Exchange Notes on the exchange date. For the purposes of this exchange
offer, Newcourt shall be deemed to have accepted for exchange validly tendered
notes when, as and if Newcourt has given written notice thereof to the exchange
agent.
The exchange agent will act as your agent for the purposes of receiving
Exchange Notes from Newcourt and causing the notes to be assigned, transferred
and exchanged. Upon the terms and subject to the conditions of this exchange
offer, the exchange agent will deliver to you Exchange Notes in exchange for
your tendered notes accepted for exchange by Newcourt promptly after acceptance
by us of such tendered notes. Tendered notes not accepted for exchange by us
will be returned without expense: (1) to you; or (2) in the case of notes
tendered by book-entry transfer into the exchange agent's account at The
Depositary Trust Company pursuant to the procedures described above, such
non-exchanged notes will be credited to an account maintained with The
Depositary Trust Company promptly following the expiration date; or (3) if
Newcourt terminates this exchange offer prior to the expiration date, promptly
after the exchange offer is so terminated.
CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provision of this exchange offer, or any
extension of this exchange offer, Newcourt will not be required to issue
Exchange Notes in respect of any properly tendered notes not previously
accepted, Newcourt may terminate this exchange offer or, at its option, modify
or otherwise amend the exchange offer.
Newcourt may terminate or modify or otherwise amend the exchange offer as
follows:
(1) Newcourt may terminate the exchange offer by oral or written
notice to the exchange agent and by making a timely public announcement
communicated by no later than 5:00 p.m. on the next business day following
the expiration date, by making a release to the Dow Jones News Service;
(2) Newcourt may modify or amend the exchange offer, if any of the
folllowing occur:
(a) a lawsuit is threatened, instituted or pending or an
injunction, order or decree is issued by any court, governmental agency
or regulatory authority, agency or commission that would interfere with,
delay, prohibit or seek damages relating to the exchange offer;
(b) a statute, rule, reglation or order or injunction is sought,
proposed, introduced, enacted, promulgated or deemed applicable to this
exchange offer by any government, governmental authority, agency or
court commission that would delay, prohibit or seek damages relating to
the exchange offer or might result in the holders of Exchange Notes
having additional obligations relating to resales and transfers of
Exchange Notes than described under the heading 'Terms of the Exchange'
in this section of the Prospectus or otherwise make Newcourt deem it
inadvisable to proceed with this exchange offer; or
(c) a material adverse change occurs in the business, condition,
operations or prospects of Newcourt.
These conditions benefit Newcourt only and not the holders of the notes and
only Newcourt may assert these rights with respect to all or any portion of this
exchange offer regardless of the circumstances. These rights are available to
Newcourt at any time and each right will be deemed an ongoing right which may be
asserted at any time or from time to time. In addition, we have reserved the
right, notwithstanding the satisfaction of each of the foregoing conditions, to
terminate or amend this exchange offer.
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Any determination by Newcourt concerning the fulfillment or nonfulfillment
of any conditions will be final and binding upon all parties.
In addition, Newcourt will not accept for exchange any notes tendered and
no Exchange Notes will be issued in exchange for any tendered notes, if at such
time any stop order shall be threatened or in effect with respect to the
registration statement of which this prospectus constitutes a part or
qualification of the Indenture under the Trust Indenture Act of 1939.
EXCHANGE AGENT
The Chase Manhattan Bank has been appointed as the exchange agent for this
exchange offer. Letters of Transmittal must be addressed to the exchange agent
at:
<TABLE>
<S> <C> <C>
By Mail: By Overnight Delivery: By Hand Delivery:
270 Park Avenue 270 Park Avenue 270 Park Avenue
New York, NY 10017 New York, NY 10017 New York, NY 10017
Attention: Corporate Trust Attention: Corporate Trust Attention: Corporate Trust
and Agency Services and Agency Services and Agency Services
By Facsimile:
[ ]
Attention: Corporate Trust
and Agency Services
</TABLE>
DELIVERY TO ANY OTHER ADDRESS, OR TRANSMISSIONS OF INSTRUCTIONS VIA A
FACSIMILE OR TELEX NUMBER OTHER THAN THE ONE SPECIFIED, WILL NOT BE ACCEPTED AS
A VALID DELIVERY.
EXPENSES
We have not retained any dealer-manager or similar agent in connection with
this exchange offer and we will not make any payments to brokers, dealers or
others for soliciting acceptances of the exchange offer. We will, however, pay
the exchange agent normal fees for its services and will reimburse it for
reasonable out-of-pocket expenses. We will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding tenders for their customers. The expenses to be
incurred in connection with this exchange offer, including the fees and expenses
of the exchange agent and printing, accounting, legal fees and miscellaneous
expenses will be paid by Newcourt and are estimated to be approximately
$425,000.
SOLICITATION OF TENDERS
No person has been authorized to give any information or to make any
representations in connection with this exchange offer other than those
contained in this prospectus. If you receive any other information, you should
not rely on that information as having been authorized by us. You should not
assume that, because of our delivery of this prospectus or any exchange of
tendered notes by us, that the information contained in this prospectus
regarding Newcourt or AT&T Capital has not changed since the date as of such
information is given.
We are not making this exchange offer in any jurisdiction where to do so
would not be in compliance with the laws of that jurisdiction. However, we may,
at our discretion, take any action we deem necessary to make this exchange offer
in any such jurisdiction in order to extend the exchange offer to holders of
notes in such jurisdiction. Where required by applicable law, this exchange
offer is being made on our behalf by one or more registered brokers or dealers
that are licensed under the laws of that jurisdiction.
APPRAISAL RIGHTS
HOLDERS OF NOTES WILL NOT HAVE DISSENTERS' RIGHTS OR APPRAISAL RIGHTS IN
CONNECTION WITH THIS EXCHANGE OFFER.
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FEDERAL INCOME TAX CONSEQUENCES
Your exchange of notes for Exchange Notes will not be a taxable exchange
for federal income tax purposes. You should not recognize any taxable gain or
loss or any interest income as a result of this exchange.
OTHER
Participation in this exchange offer is voluntary. You should carefully
consider whether to accept the terms and conditions described in this
prospectus. We urge you to consult your financial and tax advisors in making
your decisions on what action to take with respect to this exchange offer.
Upon the completion of the exchange of notes made as a result of this
exchange offer, we will have fulfilled our obligation contained in the terms of
the original notes and the registration rights agreement. Holders of the notes
who do not tender their original notes in this exchange offer will no longer be
entitled to any rights under the registration rights agreement, as that
agreement terminates as a result of the making of this exchange offer. All
untendered notes will continue to be subject to the restriction on transfer set
forth in the Indenture. Upon the completion of this exchange offer, the trading
market, if any, for any remaining original notes could be adversely affected.
We may in the future seek to acquire untendered notes in the open market or
privately negotiated transactions, through subsequent exchange offers or in
other ways. However, we have no present plan to acquire any notes that are not
tendered in this exchange offer.
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DESCRIPTION OF THE EXCHANGE NOTES
GENERAL
The Exchange Notes constitute a single series and are to be issued under an
Indenture dated as of December 15, 1998, between Newcourt and The Chase
Manhattan Bank, as trustee (the 'trustee'). We have summarized below some
provisions of the Indenture. However, you should look to the Indenture for a
full description of the terms and conditions of the Exchange Notes. Section
references are to sections of the Indenture. Wherever particular provisions of
the Indenture are referred to, you should consider those provisions as part of
this prospectus.
The Indenture does not limit the total principal amount of debt securities
that may be issued pursuant to the Indenture. The Indenture provides that debt
securities may be issued by Newcourt at any time in one or more series.
Therefore, additional series of debt securities, other than the notes, may be
issued by Newcourt. The Indenture also permits Newcourt to specify the form and
terms of the debt securities. Newcourt currently has U.S. $300 million total
principal amount of debt securities outstanding, including the notes, under the
Indenture.
The Exchange Notes will be unsecured obligations of Newcourt and will rank
equal in right of payment with all other unsecured and unsubordinated
indebtedness of Newcourt. At March 31, 1999, Newcourt's consolidated
indebtedness, all of which is unsecured and unsubordinated, was approximately
U.S. $12.1 billion (C $18.4 billion). The Exchange Notes will, however, be
effectively subordinated to the indebtedness and other liabilities of Newcourt's
subsidiaries other than AT&T Capital. At March 31, 1999, that indebtedness and
other liabilities, including those of AT&T Capital, totaled approximately U.S.
$10.6 billion (C $16.0 billion). At this time, we do not intend or plan to
increase the amount of this indebtedness in the future, except in connection
with the growth of our business.
PAYMENTS OF PRINCIPAL AND INTEREST
The Exchange Notes will be limited in total principal amount to U.S. $300
million and will mature on December 17, 2003. The Exchange Notes will bear
interest from the most recent date to which interest has been paid on the notes,
or if no interest has been paid, from the date of issue (December 15, 1998) at
7.125% per annum until the principal is paid or made available to you for
payment. Interest will be payable to the person in whose name the Exchange Note
is registered at the close of business on the record date with respect to the
interest payment date as specified in the Indenture; provided, however, that
interest payable at maturity, whether or not the maturity date is an interest
payment date, will be payable to the person to whom principal shall be payable.
If you hold an Exchange Note that is a book-entry note represented by a global
security, all interest payments, except interest due at maturity, will be made
to a nominee of The Depositary Trust Company. The 'record date' with respect to
any interest payment date shall be the date fifteen calendar days prior to that
interest payment date.
Interest on the Exchange Notes will be payable on June 15 and December 15
(except that the final interest payment date will be December 17, 2003) of each
year and at maturity. Interest payments on Exchange Notes shall be the amount of
interest accrued from, and including, the date of issue or the last date to
which interest has been paid to, but excluding, the next succeeding interest
payment date or maturity date, as the case may be. If an interest payment date
(other than the maturity date) would otherwise be a day that is not a business
day, that interest payment date will be postponed to the next succeeding day
that is a business day, except that if that business day falls in the next
succeeding calendar month, that interest payment date will be the immediately
preceding business day. If the maturity date of the Exchange Notes falls on a
day that is not a business day, the required payment of principal, premium, if
any, and/or interest will be made on the next succeeding business day as if made
on the date such payment was due, and no interest shall accrue on the payment
for the period from and after the maturity date to the date of the payment.
The Exchange Notes will be issuable as book-entry notes represented by a
global security registered in the name of a nominee of The Depositary Trust
Company as depositary. Except as
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set forth in 'Book-Entry System' below, book-entry notes will not be issuable as
certificates issued in definitive form. The Exchange Notes will be issued in
denominations of U.S. $1,000 and any integral multiple of $1,000 in excess
thereof.
We have designated The Chase Manhattan Bank, acting through its principal
corporate trust office in New York, New York, as the registrar and transfer
agent for the Exchange Notes, as the paying agent for the Exchange Notes and as
the authenticating agent for the Exchange Notes.
Principal and premium, if any, and interest will be payable, and the
Exchange Notes will be transferable, at the office of the paying agent, 270 Park
Avenue, New York, New York 10017 or at such other place or places as may be
designated under the Indenture. However, we may, at our option pay interest
other than interest due at maturity by check mailed to registered holders
(which, in the case of book-entry notes represented by a global security, will
be a nominee of the depositary). At the maturity of the Exchange Notes, the
principal, together with accrued interest, will be payable in immediately
available funds upon surrender of these Exchange Notes at the office of the
trustee at such other place or places as may be designated under the Indenture.
REDEMPTION, REPURCHASE OR REPAYMENT
We do not have the option to redeem the Exchange Notes and you may not
request repayment of the Exchange Notes prior to maturity. We may at any time,
subject to applicable law, purchase Exchange Notes at any price in the open
market or by other means. We may hold, resell or surrender to the trustee for
cancellation any Exchange Notes we purchase.
However, if we are required to pay an additional amount in accordance with
' -- Certain Covenants -- Payment of Additional Amounts,' we may, on proper
notice to you, redeem all the Exchange Notes then outstanding, at their
principal amount, together with accrued interest.
BOOK-ENTRY SYSTEM
Upon issuance, the Exchange Notes will be book-entry notes represented by a
single global security. The global security representing the book-entry notes
will be deposited with, or on behalf of, The Depositary Trust Company and
registered in the name of a nominee of the The Depositary Trust Company. Except
under circumstances described below, book-entry notes will not be exchangeable
for certificated notes and will not otherwise be issuable in definitive form.
THE DEPOSITARY. The depositary has advised us that it is:
a limited-purpose trust company organized under the New York Banking
Law,
a 'banking organization' within the meaning of the New York Banking
Law,
a member of the Federal Reserve System,
a 'clearing corporation' within the meaning of the New York Uniform
Commercial Code, and
a 'clearing agency' registered pursuant to the provisions of Section
17A of the Exchange Act.
The depositary's management has advised us that it is aware that some
computer applications, systems and the like for processing data that are
dependent upon calendar dates, including dates before, on and after January 1,
2000, may encounter 'Year 2000 problems.' The depositary has informed its
participants and other members of the financial community that it has developed
and is implementing a program so that its computer systems, as the same relate
to the timely payment of distributions (including principal and interest
payments) to securityholders, book-entry deliveries, and settlement of trades
within the depositary, continue to function appropriately. This program includes
a technical assessment and a remediation plan, each of which is complete.
Additionally, the depositary's plan includes a testing phase, which is expected
to be complete within appropriate time frames.
However, the depositary's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third-party vendors from
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whom the depositary licenses software and hardware, and third-party vendors on
whom the depositary relies for information or the provision of services,
including telecommunication and electrical utility service providers, among
others. The depositary has informed the financial community that it is
contacting (and will continue to contact) third-party vendors from whom the
depositary acquires services to: (i) impress upon them the importance of such
services being Year 2000 compliant; and (ii) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, the depositary is in the process of developing such
contingency plans as it deems appropriate.
The depositary holds securities deposited by its participants. The
depositary also facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts. It thereby
eliminates the need for physical movement of securities. Direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. The depositary is owned by a
number of its direct participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. (the 'NASD'). Access to the depositary's system is also available
to others such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a direct participant,
either directly or indirectly. The rules applicable to the depositary and its
participants are on file with the SEC.
BOOK-ENTRY FORMAT. Upon the issuance of the global security, the depositary
will credit on its book-entry registration and transfer system its participants'
accounts with their respective principal amounts of the Exchange Notes
represented by that global security. The only persons who may own beneficial
interests in a global security will be the depositary's participants or persons
that hold interests through participants. Ownership of beneficial interests in
the global security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the depositary or its nominee, with
respect to interests of participants, and on the records of participants, with
respect to interests of persons other than participants. The laws of some states
may require that certain purchasers of securities take physical delivery of
their securities in definitive form. These limits and laws may impair your
ability to transfer your interest in a book-entry note.
So long as the depositary or its nominee is the registered owner of the
global security, the depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Exchange Notes represented by the
global security for all purposes under the Indenture. Except as provided below
or as we may otherwise agree in our sole discretion, owners of beneficial
interests in a global security will not be entitled to have Exchange Notes
represented by such global security registered in their names, will not receive
or be entitled to receive physical delivery of Exchange Notes in definitive form
and will not be considered the owners or holders thereof under the Indenture.
Principal, premium, if any, and interest payments on Exchange Notes
registered in the name of the depositary or its nominee will be made to the
depositary or its nominee, as the case may be, as the registered owner of the
global security representing the Exchange Notes. None of Newcourt, the trustee,
any paying agent or the registrar for such Exchange Notes will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in such global security for
such Exchange Notes or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
We expect that the depositary for the Exchange Notes or its nominee, upon
receipt of any payment of principal, premium or interest, will credit
immediately its participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of the global
security for the Exchange Notes as shown on the records of the depositary or its
nominee. We also expect that payments by participants to owners of beneficial
interest in the global security held through those participants will be governed
by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer
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form or registered in 'street name' (i.e., the name of a securities broker or
dealer), and will be the responsibility of those participants.
ISSUANCE OF NOTES IN DEFINITIVE FORM. If the depositary is at any time
unwilling or unable to continue as depositary and a successor depositary is not
appointed by us within 90 days, we will issue Exchange Notes in definitive form
in exchange for the entire global security representing the Exchange Notes. In
addition, we may at any time determine not to have the Exchange Notes
represented by the global security. In such event, we will issue Exchange Notes
in definitive form in exchange for the global security representing the Exchange
Notes. In any such instance, an owner of a beneficial interest in a global
security will be entitled to physical delivery in definitive form of Exchange
Notes represented by the global security equal in principal amount to its
beneficial interest and to have its Exchange Notes registered in its name.
Exchange Notes so issued in definitive form will be issued as registered
Exchange Notes in denominations of U.S. $1,000 and any integral multiple of
$1,000 in excess thereof.
CERTAIN COVENANTS
Set forth below is a description of Newcourt's principal covenants
contained in the Indenture. The Indenture does not restrict us, other than as
set forth below, from engaging in any highly leveraged transaction,
reorganization, restructuring, merger or similar transaction, or from incurring
additional indebtedness or causing our subsidiaries to incur additional
indebtedness, any of which transactions could have an adverse effect on you, as
a holder of the Exchange Notes.
Consolidation, Merger, Sale or Conveyance of Assets of the Company. Under
the Indenture, Newcourt covenants that it will not:
merge or consolidate with any other corporation, or
sell or convey all or substantially all its assets to any person,
other than a sale or conveyance to one of our subsidiaries, unless:
(1) either (a) Newcourt is the continuing corporation or (b) if
Newcourt is not the continuing corporation, the continuing
corporation expressly assumes the due and punctual payment of
the principal of, premium, if any, and interest, if any, on all
the debt securities and the due and punctual performance and
observance of all the covenants and conditions of the Indenture
in a manner acceptable to the trustee, and
(2) the continuing corporation is not, immediately after the
transaction in default in the performance of any covenant or
condition.
In the case of any such consolidation, merger, sale or conveyance, and
following an assumption by the successor corporation, the successor corporation
will succeed to and be substituted for Newcourt, with the same effect as if it
had been named in the Indenture, and, in the case of any sale or conveyance
(other than a conveyance by way of lease), Newcourt will be released and
discharged from all obligations and covenants under the Indenture and the
Exchange Notes. In the event Newcourt sells or conveys assets to a subsidiary,
as permitted, an asset drop-down occurs after the date of the Indenture, any
subsequent sale or conveyance of assets by such subsidiary will be deemed to be
a sale or conveyance of assets by Newcourt for purposes of the covenant
described in this paragraph. (Sections 5.01 and 5.02)
The term 'all or substantially all,' which appears in the foregoing
covenant, is not defined in the Indenture, and it does not have a precise
established definition under applicable law. The application of the covenant may
depend on the facts and circumstances of a particular transaction. Accordingly,
there may be uncertainty in connection with any particular transaction as to
whether a sale or conveyance of all or substantially all of our assets has
occurred and thus as to whether we have complied with this covenant. Because New
York law governs the Indenture, New York law will govern the interpretation of
the term 'all or substantially all.'
Limitations on Incurrence of Secured Debt. We will not, nor will we permit
any Restricted Subsidiary (as defined below) to:
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create or incur, or suffer to be incurred or to exist, any Lien on
our property or assets, whether now owned or acquired later, or upon
any income or profits from those properties or assets,
transfer any property for the purpose of subjecting that property to
the payment of obligations in priority to the payment of our general
creditors,
acquire or agree to acquire, or permit any Restricted Subsidiary to
acquire, any property or assets upon conditional sales agreements or
other title retention devices, without thereupon expressly securing
the due and punctual payment of the principal of, premium, if any,
and the interest on the debt securities of each Series equally and
ratably with any and all other obligations and indebtedness secured
by such Lien, so long as any such other obligations and indebtedness
shall be so secured,
and if and when any of these Liens is created, the debt securities of each
Series will be so secured thereby.
However, this Section shall neither limit nor be deemed or construed as
limiting our right or any Restricted Subsidiary's right to create or incur, or
suffer to be incurred or to exist, any one or more of the following Liens:
(i) Liens for property taxes and assessments or governmental charges
or levies and Liens securing claims or demands of mechanics and
materialmen;
(ii) Liens of or resulting from any judgment or award, the time for
the appeal or petition for rehearing of which shall not have expired, or in
respect of which Newcourt or a Restricted Subsidiary shall at any time in
good faith be prosecuting an appeal or proceeding for a review and in
respect of which a stay of execution pending such appeal or proceeding for
review shall have been secured;
(iii) Liens incidental to the conduct of business or the ownership or
properties and assets (including Liens in connection with worker's
compensation, unemployment insurance and other like laws, warehousemen's
and solicitors' liens and statutory landlords' liens) and Liens to secure
the performance of bids, tenders or trade contracts, or to secure statutory
obligations, surety or appeal bonds or other Liens of like general nature
incurred in the ordinary course of business and not in connection with the
borrowing of money; provided in each case, the obligation secured is not
overdue or, if overdue, is being contested in good faith by appropriate
actions or proceedings;
(iv) Minor survey exceptions, or minor encumbrances, easements or
reservations, or rights of others for rights-of-way, utilities and other
similar purposes, or zoning or other restrictions as to the use of real
properties, which are necessary for the conduct of the activities of the
Company and the Restricted Subsidiaries or which customarily exist on
properties of corporations engaged in similar activities and similarly
situated and which do not in any event materially impair their use in the
operation of the business of Newcourt and the Restricted Subsidiaries;
(v) Liens securing Debt of a Restricted Subsidiary to the Company or
to another Restricted Subsidiary;
(vi) Any other Liens (other than the Liens described in clauses
(i)-(xvi)) which in the aggregate relate to Debt the aggregate amount of
which does not exceed 10% of Consolidated Net Tangible Assets;
(vii) Purchase Money Obligations;
(viii) Liens on Acquired Financing Assets to secure Secured
Subordinated Debt of Newcourt or the Restricted Subsidiaries arising in
connection with the acquisition of such Acquired Financing Assets;
(ix) Liens securing Non-Recourse Debt of Newcourt or the Restricted
Subsidiaries;
(x) Liens created or incurred after the date hereof upon any property
(the 'Substitute Property') concurrently with the release of a comparable
Lien on other property (the
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'Released Property'), provided that (A) the fair market value of the
Substitute Property shall not exceed the fair market value of the Released
Property by more than 110%, (B) the character and use of the Substitute
Property shall be substantially equivalent to the character and use of the
Released Property, and (C) such substitution shall be without increase in
the principal amount of the Debt remaining unpaid as of the date of such
substitution which is to be secured by the Lien on such Substitute Property
and such remaining unpaid principal amount of such Debt shall not exceed
the aggregate fair market value of such Substitute Property and any other
property securing such Debt;
(xi) Liens on property of, or on any shares of stock or debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary;
(xii) Liens on property, shares of stock, other equity interests, or
debt existing at the time of acquisition or repossession thereof by
Newcourt or any Restricted Subsidiary;
(xiii) Liens on physical property (or any Accounts Receivable arising
in connection with the lease thereof), shares of stock, other equity
interests, or debt acquired (or, in the case of physical property,
constructed) after the date of this Indenture by Newcourt or any Restricted
Subsidiary, which liens are created prior to, at the time of, or within one
year after such acquisition (or, in the case of physical property, the
completion of such construction or commencement of commercial operation of
such property, whichever is later) to secure any debt issued, incurred,
assumed or guaranteed prior to, at the time of, or within one year after
such acquisition (or such completion or commencement, whichever is later)
or to secure any other debt issued, incurred, assumed or guaranteed at any
time thereafter for the purpose of refinancing all or any part of such
debt;
(xiv) Liens on Accounts Receivable of Newcourt or any Restricted
Subsidiary arising from or in connection with transactions entered into by
Newcourt or such Restricted Subsidiary after the date of this Indenture or
on Accounts Receivable acquired by Newcourt or such Restricted Subsidiary
after such date from others which liens are created prior to, at the time
of, or after such Accounts Receivable arise or are acquired:
(a) as a result of any guarantee, repurchase or other contingent
(direct or indirect) or recourse obligation of the Company or such
Restricted Subsidiary in connection with the discounting, sale,
assignment, transfer or other disposition of such Accounts Receivable or
any interest therein, or
(b) to secure or provide for the payment of all or any part of the
investment of Newcourt or such Restricted Subsidiary in any such
Accounts Receivable (whether or not such Accounts Receivable are the
Accounts Receivable on which such liens are created) or the purchase
price thereof or to secure any debt (including, without limitation, Non-
Recourse Debt) issued, incurred, assumed or guaranteed for the purpose
of financing or refinancing all or any part of such investment or
purchase price;
(xv) any extension, renewal, or replacement of any Lien permitted by
the preceding subsections (vi), (vii), (viii), (x), (xi), (xii), (xiii) and
(xiv) hereof in respect of the same property theretofore subject to such
Lien in connection with the extension, renewal or refinancing of the Debt
secured thereby; provided that (A) such Lien shall attached solely to the
same such property or Substitute Property, (B) such extension, renewal or
refinancing of such Debt shall be without increase in the principal
remaining unpaid as of the date of such extension, renewal or refinancing,
and (C) the Debt secured by such Lien shall have been incurred within the
limitations of this Indenture; and
(xvi) any Lien approved by the Holders holding 66 2/3% or more in
principal amount of the outstanding debt securities of each Series.
(Section 4.03)
'Accounts Receivable' means (i) any accounts receivable (whether or not
earned by performance), chattel paper, instruments, documents, general
intangibles, trade acceptances, any other rights to receive installment, rental
or other payments for, or relating to amounts due or to become due on account of
equipment or goods sold or leased or to be sold or leased or services rendered
or to be rendered or funds advanced or loaned or to be advanced or loaned and
other
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rights to payment of any kind, (ii) any proceeds of any of the foregoing and
(iii) any interest in any property or asset of any kind (whether of the obligor
under such Accounts Receivable or any other person) securing the payment of any
item listed in clause (i) hereof. (Section 1.01)
'Acquired Financing Assets' means assets (including, but not limited to,
securities and receivables) of any Person the acquisition of which was financed
in accordance with our credit policies and procedures manual approved from time
to time by the Board of Directors. (Section 1.01)
'Capitalized Lease' means any lease the obligation for Rentals with respect
to which is required to be capitalized on a consolidated balance sheet of the
lessee and its subsidiaries in accordance with GAAP. (Section 1.01)
'Capitalized Rentals' of any Person shall mean as of the date of any
determination thereof the amount at which the aggregate Rentals due and to
become due under all Capitalized Leases under which such Person is a lessee
would be reflected as a liability on a consolidated balance sheet of such
Person. (Section 1.01)
'Consolidated Net Tangible Assets' means, at the date of any determination,
the total assets appearing on our consolidated balance sheet and its Restricted
Subsidiaries as at the end of our most recent fiscal quarter for which such
balance sheet is available, prepared in accordance with generally accepted
accounting principles, less (a) all current liabilities (obligations whose
liquidation is reasonably expected to occur within twelve months), (b)
investments in and advances to Subsidiaries other than Restricted Subsidiaries
or other entities accounted for on the equity method of accounting and (c)
Intangible Assets. (Section 1.01)
'Debt' of any Person shall mean and include all obligations of such Person
for money borrowed or which have been incurred in connection with the
acquisition of assets which in accordance with GAAP shall be classified upon a
balance sheet of such Person as liabilities of such Person, and in any event
shall include, without duplication, all (i) Capitalized Rentals and (ii)
Guaranties of obligations of others of the character referred to in this
definition. (Section 1.01)
'Guaranties' by any Person shall mean all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing, or in effect guaranteeing,
any Indebtedness, dividend or other obligation of any other Person (the 'primary
obligor') in any manner, whether directly or indirectly, including, without
limitation, all obligations incurred through an agreement, contingent or
otherwise, by such Person: (i) to purchase such Indebtedness or obligation or
any property or assets constituting security therefor, (ii) to advance or supply
funds (x) for the purchase or payment of such Indebtedness or obligation, (y) to
maintain working capital or other balance sheet condition or otherwise to
advance or make available funds for the purchase or payment of such Indebtedness
or obligation, (iii) to lease property or to purchase Shares or other property
or services primarily for the purpose of assuring the owner of such Indebtedness
or obligation of the ability of the primary obligor to make payment of the
Indebtedness or obligation, or (iv) otherwise to assure the owner of the
Indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purposes of all computations made under this Indenture, a
Guaranty in respect of any Debt shall be deemed, without duplication, to be
Indebtedness equal to the principal amount of such Debt which has been
guaranteed, and a Guaranty in respect of any other obligation or liability or
any dividend shall be deemed to be Indebtedness equal to the maximum aggregate
amount of such obligation, liability or dividend. (Section 1.01)
'Intangible Assets' means the value (net of any applicable reserves), as
shown on or reflected in our balance sheet, of: (i) all trade names, trademarks,
licenses, patents, copyrights and goodwill; (ii) organization and development
costs; (iii) deferred charges (other than prepaid items such as insurance,
taxes, interest, commissions, rents and similar items and tangible assets being
amortized); and (iv) unamortized debt discount and expense, less unamortized
premium. (Section 1.01)
'Lien' means any interest in property securing an obligation owed to, or a
claim by, a Person other than the owner of the property, whether such interest
is based on the common law, statute or contract, and including but not limited
to the security interest line arising from a mortgage,
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encumbrance, pledge, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes. The term 'Lien' shall include reservations,
exception, encroachments, easements, rights-of-way, covenants, conditions,
restrictions, leases and other title exceptions and encumbrances (including,
with respect to shares, shareholder agreements, voting trust agreements,
buy-back agreements and all similar arrangements) affecting property. For
purposes of the Indenture, Newcourt or any Restricted Subsidiary shall be deemed
to be the owner of any property which it has acquired or holds subject to a
conditional sale agreement, Capitalized Lease or other arrangement pursuant to
which title to the property has been retained by or vested in some other Person
for security purposes and such retention or vesting shall constitute a Lien.
(Section 1.01)
'Non-Recourse Debt' of Newcourt or any Restricted Subsidiary means any
indebtedness for borrowed money of Newcourt or such Restricted Subsidiary, as
the case may be, which is secured by any Lien on, or payable solely from the
income and proceeds of, any property (including, without limiting the generality
of such term, any intangible assets), shares of stock, other equity interests or
debt of Newcourt or such Restricted Subsidiary, as the case may be, and which is
not a general obligation of Newcourt or Restricted Subsidiary, as the case may
be. (Section 1.01)
'Purchase Money Obligations' means Liens incurred to secure the payment of
the purchase price incurred in connection with the acquisition of real or
personal assets (other than Acquired Financing Assets) useful and intended to be
used in carrying on the business of Newcourt or a Restricted Subsidiary,
including Liens existing on such assets at the time of acquisition by Newcourt
or a Restricted Subsidiary of any business entity then owning such assets,
whether or not such existing Liens were given to secure the payment of the
purchase price of such assets to which they attach so long as they were not
incurred, extended or renewed in contemplation of such acquisition, provided
that:
(A) the Lien attach solely to such assets acquired or purchased,
(B) at the time of acquisition of such assets, the aggregate amount
remaining unpaid on all Debt secured by Liens on such assets whether or not
assumed by Newcourt or a Restricted Subsidiary shall not exceed an amount
equal to the lesser of the total purchase price or fair market value at the
time of acquisition of such assets, and
(C) all such Debt shall have been incurred within the applicable
limitations of this Indenture.
'Rentals' shall mean and include as of the date of any determination
thereof all fixed payments (including as such all payments which the lessee is
obligated to make to the lessor on termination of the lease or surrender of the
property) payable by Newcourt or a Restricted Subsidiary, as lessee or sublessee
under a lease of real or personal property, but shall be exclusive of any
amounts required to be paid by Newcourt or a Restricted Subsidiary (whether or
not designated as rents or additional rents) on account of maintenance, repairs,
insurance, taxes and similar charges. Fixed rents under any so-called
'percentage leases' shall be computed solely on the basis of the minimum rents,
if any, required to be paid by the lessee regardless of sales volume or gross
revenues.
'Restricted Subsidiary' means each Subsidiary of Newcourt organized under
the laws of any State of the United States or the District of Columbia or
Canada, no substantial portion of the business of which is carried on outside
the United States; provided that each Drop-Down Subsidiary will be a Restricted
Subsidiary. (Section 1.01)
'Subsidiary' means any corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by Newcourt and/or by one or
more other Subsidiaries. For purposes of such definition, 'voting stock' means
stock ordinarily having voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power by
reason of any contingency. (Section 1.01)
Payment of Additional Amounts. All payments made by us with respect to the
Exchange Notes (including Replacement Notes which replace Exchange Notes further
to the exchange offer) will be made free and clear of and without withholding or
deduction on account of any present or future tax, or other governmental charge
imposed by the Government of Canada or of any
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Canadian province or territory or by any Canadian authority or agency having
power to tax (hereinafter 'Taxes'). However, if we are required to withhold or
deduct Taxes from any payment made with respect to the Exchange Notes, we will
pay such additional amounts ('Additional Amounts') so that you receive the same
amount as you would have received if the Taxes had not been withheld or
deducted; provided that we will not pay any Additional Amounts with respect to a
payment made to a holder of Exchange Notes (an 'Excluded Holder'):
(a) with which Newcourt does not deal at arm's length (within the
meaning of the Income Tax Act (Canada)) at the time of making such payment,
(b) which is subject to such Taxes by reason of its being connected
with Canada or any province or territory thereof otherwise than by the mere
holding of Exchange Notes or the receipt of payments thereunder, or
(c) who could lawfully avoid (but has not so avoided) such deduction
or withholding by complying, or procuring that any third party complies
with any statutory requirements or by making or procuring that any third
party makes a declaration of non-residence or other similar claim for
exemption to any relevant tax authority.
We will also (1) make the withholding or deduction and (2) remit the full
amount deducted or withheld to the relevant authority in accordance with
applicable law. We will furnish to the trustee within 30 days of when the Taxes
are due, certified copies of tax receipts evidencing our payment.
EVENTS OF DEFAULT
If an event of default in respect of any series of debt securities shall
have occurred and be continuing under the Indenture, either the trustee or the
holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series may declare the principal of all the securities of
that series to be due and payable. (Section 6.01)
Events of default in respect of the debt securities of any series are
defined in the Indenture as being:
default for 90 days in payment of any interest installment when due;
unless otherwise specified with respect to the debt securities of any
series, default in payment of principal of the debt securities of
such series when due;
default for 90 days after written notice to Newcourt by the trustee
or by the holders of at least 25% in aggregate principal amount of
the outstanding debt securities of that series in the performance of
any other agreement in the debt securities or Indenture in respect of
that series; and
events of bankruptcy, insolvency and reorganization. (Section 6.01)
The Indenture provides that we will, within 120 days after the close
of each fiscal year, beginning with the first fiscal year following the
issuance of any series of debt securities, file with the trustee a
certificate stating whether or not we have complied with all conditions and
covenants contained in the Indenture and, if not, specifying each default
and the nature of that default. (Section 4.04)
The Indenture allows the trustee, subject to the trustee's duty during
an event of default to act with the required standard of care, to refuse to
perform any duty or exercise any right or power unless it receives
indemnity satisfactory to it. (Section 7.01)
The Indenture provides that the holders of a majority in aggregate
principal amount of the outstanding debt securities of any series affected
(with each series voting as a separate class) may direct the time, method
and place of conducting proceedings for remedies available to the trustee,
or exercising any trust or power conferred on the trustee, in respect of
that series. (Section 6.06)
Notice. The Indenture requires the trustee to give to the holders of a
series notice of all defaults known to it relating to that series of debt
securities within 90 days of any default; provided that, except in the case
of default in payment on any of the debt securities of that
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series, the trustee will be protected in withholding notice if it in good
faith determines that the withholding of notice is in the interest of the
holders of that series. The term 'default' for the purpose of this
provision means any event which is, or after notice or passage of time or
both would be, an event of default as defined in the Indenture. (Section
7.05)
Waiver. The holders of a majority in principal amount of the
outstanding debt securities of a series may on behalf of the holders of all
debt securities of that series waive any past default or event of default,
or compliance with certain provisions of the Indenture, except, among other
things, a default in payment of the principal of, or interest on, any of
the debt securities of that series. (Sections 6.01 and 6.06)
DISCHARGE AND DEFEASANCE
Under terms satisfactory to the trustee, we may discharge certain
obligations to holders of any series of debt securities issued under the
Indenture so long as those securities (1) have not already been delivered to the
trustee for cancellation and (2) have either become due and payable or are by
their terms due and payable within one year (or scheduled for redemption within
one year). We may do so by irrevocably depositing with the trustee as trust
funds an amount in cash sufficient to pay at maturity (or upon redemption) the
principal of, premium, if any, and interest on those debt securities. (Section
8.01)
In the case of any series of debt securities with respect to which the
exact amounts (including the currency of payment) of principal of and interest
due on that series can be determined at the time of making the deposit referred
to below (which include debt securities with a floating or variable rate of
interest that cannot exceed a specified or determinable maximum rate), we may at
our option also
(1) discharge any and all of our obligations to holders of that series
of debt securities ('defeasance') on the 91st day after the conditions set
forth below have been satisfied, but may not avoid our duty to register the
transfer or exchange of that series of debt securities, to replace any
temporary, mutilated, destroyed, lost or stolen debt securities of that
series or to maintain an office or agency in respect of the series, or
(2) be released with respect to that series of debt securities from
the obligations imposed by the covenants described under 'Covenants' above
('covenant defeasance').
Defeasance and covenant defeasance may be effected only if, among other
things,
(1) we irrevocably deposit with the trustee as trust funds (a) money
in an amount, (b) in the case of debt securities payable only in U.S.
Dollars, U.S. Governmental Obligations (as defined in the Indenture) which
through the payment of interest and principal in respect thereof will
provide money in an amount, or (c) a combination of (a) and (b), certified
by a nationally recognized firm of independent public accountants to be
sufficient to pay each installment of principal of and interest on all
outstanding debt securities of that series on the dates installments of
principal and interest are due; and
(2) we deliver to the trustee an opinion of independent counsel to the
effect that the holders of the series of debt securities will not recognize
income, gain or loss for United States federal income tax purposes as a
result of the defeasance or covenant defeasance and will be subject to
United States federal income tax on the same amount and in the same manner
and at the same time as would have been the case if the defeasance or
covenant defeasance had not occurred (which opinion may include or be based
on a ruling to that effect received from or published by the Internal
Revenue Service). (Section 8.02)
MODIFICATION OF THE INDENTURE
The Indenture allows Newcourt and the trustee, with the consent of the
holders of a majority in principal amount of the outstanding debt securities of
each series affected (with such series voting as a separate class), to change
the Indenture. In order to change the Indenture after receiving the required
consent of holders of any series, Newcourt and the trustee may execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions
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of the Indenture or modifying the rights of the holders of debt securities of
each such series. However, we cannot change, without the consent of all holders
affected, among other things,
the maturity of any debt securities,
the principal amount of those securities,
any premium on those securities,
the rate or the time of payment of interest thereon, the type of
currency in which any debt security is payable, or
reduce the aforesaid percentage of outstanding debt securities
required to approve any such change. (Sections 9.01 and 9.02)
CONCERNING THE TRUSTEE
We may from time to time maintain lines of credit, and have other customary
banking relationships, with The Chase Manhattan Bank. In addition, The Chase
Manhattan Bank is the trustee under the Indentures dated as of April 9, 1990, as
of June 1, 1992 each as amended, among AT&T Capital, AT&T Corp., AT&T Capital
Holdings, Inc., a wholly-owned subsidiary of AT&T Corp., and The Chase Manhattan
Bank, pursuant to which AT&T Capital assumed and AT&T Corp. guaranteed certain
medium and long-term debt issued by AT&T Capital Holdings, Inc. As of March 31,
1999, the aggregate outstanding principal amount of such medium and long-term
debt was approximately U.S. $41.6 million. Furthermore, The Chase Manhattan
Bank is the trustee under the indenture dated as of July 1, 1993, between AT&T
Capital and The Chase Manhattan Bank pursuant to which AT&T Capital has issued
U.S. $11.4 billion aggregate principal amount of medium-term notes, the trustee
under the indenture dated as of April 1, 1998, among AT&T Capital, Newcourt and
The Chase Manhattan Bank pursuant to which AT&T Capital has issued U.S. $5.0
billion aggregate principal amount of medium-term notes, the trustee under the
indenture dated as of December 15, 1998, between Newcourt and The Chase
Manhattan Bank pursuant to which Newcourt has issued U.S. $0.3 billion aggregate
principal amount of notes, the trustee under the indenture dated as of February
15, 1999, among AT&T Capital, Newcourt and The Chase Manhattan Bank pursuant to
which Newcourt has issued U.S. $1.0 billion aggregate principal amount of notes,
and the trustee under the Indenture dated as of March 1, 1999 among AT&T
Capital, Newcourt and the Chase Manhattan Bank pursuant to which AT&T Capital
has issued U.S. $771 million aggregate principal amount of notes.
DESCRIPTION OF THE GUARANTEE
AT&T Capital will unconditionally guarantee the due and punctual payment of
principal, premium, if any, and interest on the Exchange Notes when and as the
same shall become due and payable, whether at maturity, upon redemption or
otherwise. The Guarantee will rank equally with all other unsecured and
unsubordinated obligations of AT&T Capital. The right of AT&T Capital and,
hence, the right of creditors of AT&T Capital, including holders of the Exchange
Notes as beneficiaries of Guarantee, to participate in any distribution of the
assets of any subsidiary of AT&T Capital, whether upon liquidation,
reorganization, or otherwise, is subject to prior claims of creditors of each
such subsidiary, except to the extent that claims of AT&T Capital itself as a
creditor of a subsidiary may be allowed.
NO ESTABLISHED TRADING MARKET FOR THE NOTES
The Exchange Notes are a new issue of securities with no established
trading market. Newcourt does not intend to list the Exchange Notes on any
national securities exchange or to seek admission thereof to trading in the
Nasdaq National Market System.
Newcourt has been advised by the initial purchasers that they intend to
make a market in the notes. However, they are not obligated to do so and any
market-making activities with respect to the notes may be discontinued at any
time without notice. In addition, such market making activity in the notes may
be limited during the pendency of the exchange offer. Accordingly, no assurance
can be given as to the liquidity of or the trading market for the notes.
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Certain of the initial purchasers of the notes or their affiliates engage
from time to time in various general financing and banking transactions with
Newcourt and AT&T Capital. The Chase Manhattan Bank, the trustee, is an
affiliate of Chase Securities Inc., one of the initial purchasers of the notes.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the opinion of Blake, Cassels & Graydon,
special Canadian tax counsel to Newcourt to be issued prior to the exchange
offer, regarding principal Canadian federal income tax considerations generally
applicable to a person (a 'United States holder') who purchases notes, including
Exchange Notes pursuant to the initial offering of the notes in December 1998
and exchange offer and who, for purposes of the Income Tax Act (Canada) (the
'Canadian Tax Act') and the Canada-United States Income Tax Convention (the
'Convention') and at all relevant times, is resident in the United States and
not resident or deemed to be resident in Canada, deals at arm's length with
Newcourt, holds Exchange Notes as capital property, does not use or hold and is
not deemed to use or hold Exchange Notes in or in the course of carrying on a
business in Canada and, in the case of a United States holder who carries on an
insurance business in Canada and elsewhere, establishes that the Exchange Notes
are not effectively connected with its Canadian insurance business.
This summary is based on the current provisions of the Convention and of
the Canadian Tax Act and the regulations thereunder in force as of the date
hereof, all specific proposals to amend the Canadian Tax Act and the regulations
publicly announced by the Ministry of Finance prior to the date hereof (the
'Proposed Amendments') and counsels' understanding of the published
administrative and assessing practices of Revenue Canada, Customs, Excise &
Taxation. This description is not exhaustive of all possible Canadian federal
income tax consequences, and except for the Proposed Amendments, does not
anticipate any changes in law or administrative practice, whether by
legislative, governmental or judicial action, nor does it take into account
Canadian provincial or territorial or any non-Canadian tax considerations, which
may differ significantly from those discussed herein.
This summary is of a general nature only and is not, and should not be
interpreted as, legal or tax advice to any particular person, and no
representation is made with respect to the Canadian income tax consequences to
any person acquiring Exchange Notes. ACCORDINGLY, YOU SHOULD CONSULT YOUR OWN
TAX ADVISORS WITH RESPECT TO YOUR PARTICULAR CIRCUMSTANCES.
Payment of Interest, Principal or Premium. Under the Canadian Tax Act, the
payment by Newcourt of interest, principal or premium on the Exchange Notes to a
United States holder will be exempt from Canadian withholding tax.
Other Taxes. No other tax on income (including taxable capital gains) will
be payable under the Canadian Tax Act by a United States holder solely as a
consequence of the holding, redemption or disposition of Exchange Notes or the
receipt of interest, principal or premium thereon.
MATERIAL UNITED STATES INCOME TAX CONSEQUENCES
The following summary of the material United States income tax consequences
of the purchase, ownership and disposition of notes constitutes the opinion of
Sidley & Austin, special tax counsel to Newcourt, to be issued prior to the
exchange offer. This summary is based on the Internal Revenue Code of 1986, as
amended to the date hereof (the 'Code'), administrative pronouncements, judicial
decisions and existing and proposed Treasury Regulations, changes to any of
which subsequent to the date of this Prospectus may affect the tax consequences
described herein, possibly with retroactive effect.
This description of Material United States Income Tax Consequences provides
a summary of tax consequences for initial investors who are United States
persons within the meaning of Section 7701(a)(30) of the Code and who purchase
notes at the initial offering price. This summary does not describe tax
consequences to special classes of investors, including investors who are
dealers in
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securities or currencies, persons holding notes as a part of a hedging
transaction, banks and certain other financial institutions, or insurance
companies. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE UNITED STATES
FEDERAL, STATE, AND LOCAL INCOME TAX CONSEQUENCES AND THE CANADIAN AND OTHER
FOREIGN TAX CONSEQUENCES WITH RESPECT TO YOUR PARTICULAR CIRCUMSTANCES.
The first part of this summary, captioned 'General Tax Consequences,'
describes the tax consequences for what is expected to be the typical investment
situation. Following the description of General Tax Consequences, under the
heading 'Special Tax Rules,' are summaries of various special federal tax
provisions which may apply in certain circumstances or to certain investors but
should not be relevant to the typical investment situation. The description of
General Tax Consequences provides a summary of federal income tax consequences
for investors who are citizens or residents of the United States and who
purchase U.S. dollar denominated notes for investment (rather than acting as a
dealer in securities) at the initial offering price of the notes (plus accrued
interest, if any). Other investors, including investors who are foreign persons
should review the summaries of the Special Tax Rules. YOU SHOULD CONSULT A TAX
ADVISOR TO DETERMINE WHETHER ANY OF THE SPECIAL TAX RULES ARE APPLICABLE TO YOUR
PARTICULAR SITUATION.
GENERAL TAX CONSEQUENCES
PAYMENTS OF INTEREST. An investor will be taxed on the amount of payments
of interest on a note as ordinary interest income at the time it accrues or is
received in accordance with the investor's regular method of accounting for
United States federal income tax purposes.
SALE OR OTHER DISPOSITION OF A NOTE. An investor who disposes of a note,
whether by sale, exchange for other property, or payment by Newcourt, will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale or other disposition (not including any amount attributable
to accrued but unpaid interest) and the investor's adjusted tax basis in the
note. In general, an investor's adjusted tax basis in a note will be equal to
the initial purchase price. Any gain or loss recognized upon the sale or other
disposition of a note will be capital gain or loss.
INFORMATION REPORTING AND BACKUP WITHHOLDING. Newcourt (or an agent acting
on its behalf) will be required to report annually to the Internal Revenue
Service, and to each non-corporate noteholder, the amount of interest paid on
the notes for each calendar year. Each non-corporate noteholder (other than
noteholders who are not subject to the reporting requirements) will be required
to provide, under penalties of perjury, a certificate (Form W-9) containing the
noteholder's name, address, correct federal taxpayer identification number and a
statement that the noteholder is not subject to backup withholding. Should a
non-exempt noteholder fail to provide the required certification, Newcourt will
be required to withhold (or cause to be withheld) 31% of the interest otherwise
payable to the noteholder and remit the withheld amounts to the Internal Revenue
Service as a credit against the noteholder's federal income tax liability.
EXCHANGE OFFER. The exchange of Exchange Notes for old notes pursuant to
this exchange offer will not be treated as an 'exchange' for federal income tax
purposes because the Exchange Notes will not be considered to differ materially
in kind or extent from the old notes. Rather, the Exchange Notes received by a
holder will be treated as a continuation of the old notes in the hands of such
holder. As a result, there will be no federal income tax consequences to holders
exchanging the old notes for the Exchange Notes pursuant to this exchange offer.
The holder must continue to include stated interest in income as if the exchange
(and waiver of accrued interest on the old notes from December 15, 1998 to the
date of issuance of the Exchange Notes) had not occurred. If, however, the
exchange of the old notes for the Exchange Notes were treated as an 'exchange'
for federal income tax purposes, such exchange would constitute a
recapitalization for federal income tax purposes. Holders exchanging the old
notes pursuant to such recapitalization would not recognize any gain or loss
upon the exchange.
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SPECIAL TAX RULES
SPECIAL TYPES OF INVESTORS. The reference to United States citizens or
residents in the description of General Tax Consequences set forth above applies
not only to individuals but also to any investor who is: (1) a corporation or
partnership created or organized in or under the laws of the United States or of
any political subdivision thereof, (2) an estate the income of which is subject
to United States federal income taxation regardless of its source, or (3) a
trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust.
Any investor which is not a United States citizen or resident should review the
summary below for investment in notes by foreign persons. This summary of
Material United States Income Tax Consequences does not describe tax
consequences to special classes of investors, including investors who are
dealers in securities or currencies, persons holding notes as a part of a
hedging transaction, certain financial institutions or insurance companies.
FOREIGN INVESTORS. Special tax rules apply to the purchase of notes by
foreign persons. For U.S. tax purposes, foreign investors include any person who
is not (1) a citizen or resident of the United States, (2) a corporation,
partnership or other entity organized in or under the laws of the United States
or any political subdivision thereof, (3) an estate the income of which is
includible in gross income for U.S. federal income tax purposes regardless of
its source, or (4) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust.
Interest paid or accrued to a foreign investor that is not effectively
connected with the conduct of a trade or business within the United States by
the investor will generally be considered 'portfolio interest' and generally
will not be subject to United States federal income tax or withholding tax as
long as the foreign investor (1) is not actually or constructively a 10%
shareholder of Newcourt or a controlled foreign corporation related to Newcourt
through stock ownership and (2) provides (or has a financial institution provide
on its behalf) an appropriate statement (Form W-8 BEN) to Newcourt or paying
agent that is signed under penalties of perjury, certifying that the beneficial
owner of the note is a foreign person and providing that foreign person's name
and address. If the information provided in this statement changes, the foreign
investor must provide a new Form W-8 BEN within 30 days. The Form W-8 BEN is
generally effective for three years unless the Form W-8 BEN includes a federal
taxpayer identification number, in which case the form is effective until the
information contained on the Form W-8 BEN changes. If a foreign investor were to
fail to satisfy these requirements so that interest on the investor's notes were
not portfolio interest, interest payments would be subject to United States
federal income and withholding tax at a rate of 30% unless reduced or eliminated
pursuant to an applicable income tax treaty. To qualify for any reduction as the
result of an income tax treaty, the foreign investor must provide the paying
agent with Form W-8 BEN, which, as of January 1, 2000, will require a foreign
investor to provide a federal taxpayer identification number.
Any capital gain realized on the sale or other taxable disposition of a
note by a foreign investor will be exempt from United States federal income and
withholding tax, provided that (1) the gain is not effectively connected with
the conduct of a trade or business in the United States by the investor and (2)
in the case of an individual foreign investor, the investor is not present in
the United States for 183 days or more during the taxable year. If an individual
foreign investor is present in the U.S. for 183 days or more during the taxable
year, the gain on the sale or other disposition of the notes could be subject to
a 30% withholding tax unless reduced by an applicable income tax treaty.
If the interest, gain or income on a note held by a foreign investor is
effectively connected with the conduct of a trade or business in the United
States by the investor, the foreign investor (although exempt from the
withholding tax previously discussed if an appropriate statement (Form W-8 ECI)
is furnished to the paying agent) generally will be subject to United States
federal income tax on the interest, gain or income at regular federal income tax
rates. Form W-8 ECI is effective for three calendar years. In addition, if the
foreign investor is a foreign
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corporation, it may be subject to a branch profits tax equal to 30% of its
'effectively connected earnings and profits' for the taxable year, as adjusted
for certain items, unless it qualifies for a lower rate under an applicable
income tax treaty.
If a foreign investor fails to provide necessary documentation to Newcourt
or its paying agent regarding the investor's taxpayer identification number or
certification of exempt status, a 31% backup withholding tax may be applied to
note payments to that investor. Any amounts withheld under the backup
withholding rules will be allowed as a refund or a credit against the foreign
investor's U.S. federal income tax liability provided the required information
is furnished to the Internal Revenue Service.
STATE AND LOCAL TAX CONSEQUENCES
Because of the differences in state and local tax laws and their
applicability to different investors, it is not possible to summarize the
potential state and local tax consequences of purchasing, holding or disposing
of the notes. ACCORDINGLY, YOU SHOULD CONSULT YOUR OWN TAX ADVISERS REGARDING
THE STATE AND LOCAL TAX CONSEQUENCES WITH RESPECT TO YOUR PARTICULAR
CIRCUMSTANCES.
ERISA CONSIDERATIONS
OVERVIEW
The Employee Retirement Income Security Act of 1974, as amended ('ERISA'),
imposes certain requirements on employee benefit plans subject to ERISA ('ERISA
Plans') and prohibits certain transactions between ERISA Plans and persons who
are 'parties in interest' (as defined under ERISA) with respect to assets of
such ERISA Plans. Section 4975 of the Code prohibits a similar set of
transactions between certain plans or individual retirement accounts ('Code
Plans' and together with ERISA Plans, the 'Plans') and persons who are
'disqualified persons' (as defined in the Code) with respect to Code Plans.
Certain employee benefit plans, such as governmental plans and church plans (if
no election has been made under Section 410(d) of the Code), are not subject to
the requirements of ERISA or Section 4975 of the Code, and assets of such plans
may be invested in the Exchange Notes, subject to the provisions of other
applicable federal and state law. Any such plan which is qualified under Section
401(a) of the Code and exempt from taxation under Section 501(a) of the Code is,
however, subject to the prohibited transaction rules set forth in Section 503 of
the Code.
Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that investments be made in accordance with
the documents governing the ERISA Plan. An ERISA Plan fiduciary should consider,
among other factors, whether investing in the Exchange Notes is appropriate in
view of the overall investment policy and liquidity needs of the ERISA Plan.
PROHIBITED TRANSACTIONS
Section 406 of ERISA and Section 4975 of the Code prohibit parties in
interest and disqualified persons with respect to a ERISA Plans and Code Plans
from engaging in certain transactions involving such Plans or 'plan assets' of
such Plans, unless a statutory or administrative exemption applies to the
transaction. Section 4975 of the Code and Sections 502(i) and 502(l) of ERISA
provide for the imposition of certain excise taxes and civil penalties on
certain persons that engage or participate in such prohibited transactions.
Newcourt, AT&T Capital or the investment banks who were the initial purchasers
of the notes in December 1998 or certain affiliates thereof may be considered or
may become parties in interest or disqualified persons with respect to a Plan.
If this were so, the acquisition of holding of the notes by, on behalf of or
with 'plan assets' of such Plan may be considered to give rise to a 'prohibited
transaction' within the meaning of ERISA and/or Section 4975 of the Code, unless
an administrative exemption described below or some other exemption is
available.
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Depending on the relevant facts and circumstances, certain prohibited
transaction exemptions may apply to the purchase or holding of the Exchange
Notes -- for example, Prohibited Transaction Class Exemption ('PTCE') 96-23,
which exempts certain transactions effected on behalf of a Plan by an 'in-house
asset manager'; PTCE 95-60, which exempts certain transactions between insurance
company general accounts and parties in interest; PTCE 91-38, which exempts
certain transactions between bank collective investment funds and parties in
interest; PTCE 90-1, which exempts certain transactions between insurance
company pooled separate accounts and parties in interest; PTCE 84-14, which
exempts certain transactions effected on behalf of a Plan by a 'qualified
professional asset manager'; or PTCE 75-1, which exempts certain transactions
between a Plan and certain broker-dealers. There can be no assurance that any of
these exemptions will apply with respect to any Plan's investment in the
Exchange Notes or, even if an exemption were deemed to apply, that any exemption
would apply to all prohibited transactions that may occur in connection with
such investment.
Due to the complexity of these rules and the penalties imposed, any
fiduciary or other Plan investor who proposes to invest assets of a Plan in the
Exchange Notes should consult with its counsel with respect to potential
consequences under ERISA and Section 4975 of the Code before doing so.
PLAN OF DISTRIBUTION
Based on interpretations by the staff of the SEC set forth in no-action
letters issued to third parties, we believe that Exchange Notes issued pursuant
to the exchange offer in exchange for old notes may be offered for resale,
resold and otherwise transferred by holders thereof (other than any holder which
is (1) an affiliate of Newcourt or AT&T Capital, (2) a broker-dealer who
acquired old notes directly from us, or (3) a broker dealer who acquired old
notes as a result of market-mailing or other trading activities) without
compliance with the registration and prospectus delivery provisions of the
Securities Act provided that such Exchange Notes are acquired in the ordinary
course of such holders' business, and such holders are not engaged in, and do
not intend to engage in, and have no arrangement or understanding with any
person to participate in, a distribution of such Exchange Notes; provided, that
broker-dealers ('participating broker-dealers') receiving Exchange Notes in the
exchange offer will be subject to a prospectus delivery requirement with respect
to resales of such Exchange Notes. To date, the SEC has taken the position that
participating broker-dealers may fulfill their prospectus delivery requirements
with respect to transactions involving an exchange of securities such as the
exchange pursuant to the exchange offer (other than a resale of an unsold
allotment from the sale of old notes to the initial purchasers of the old notes)
with the prospectus contained in the registration statement. Pursuant to the
registration rights agreement, Newcourt and AT&T Capital have agreed to permit
participating broker-dealers and other persons, if any, subject to similar
prospectus delivery requirements to use this prospectus in connection with the
resale of such Exchange Notes. Newcourt and AT&T Capital have agreed that, for a
period of 180 days after the date the registration statement of which this
prospectus is a part is declared effective by the SEC, it will make this
prospectus, and any amendment or supplement of this prospectus, available to any
broker-dealer that requests such documents in the letter of transmittal.
Each holder of old notes who wishes to exchange its old notes for Exchange
Notes in the exchange offer will be required to make certain representations to
Newcourt and AT&T Capital as set forth in 'The Exchange Offer -- Terms and
Conditions of the Letter of Transmittal.' In addition, each holder who is a
broker-dealer and who receives Exchange Notes for its own account in exchange
for old notes that were acquired by it as a result of market-making activities
or other trading activities, will be required to acknowledge that it will
deliver a prospectus in connection with any resale by it of such Exchange Notes.
We will not receive any proceeds from any sale of Exchange Notes by
broker-dealers. Exchange Notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the Exchange Notes or a combination of
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such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or at negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or
dealer who may receive compensation in the form of commissions or concessions
from any such broker-dealers and/or the purchasers of any such distribution of
such Exchange Notes may be deemed to be an 'underwriter' within the meaning of
the Securities Act and any profit on any such resale of Exchange Notes and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
'underwriter' within the meaning of the Securities Act.
Newcourt has agreed to pay all expenses incidental to the exchange offer
other than commissions and concession of any brokers or dealers and Newcourt and
AT&T Capital will indemnify holders of the notes (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act, as
set forth in the registration rights agreement.
LEGAL MATTERS
The validity of the Exchange Notes and Guarantee will be passed upon for
Newcourt by one or more of its Assistant General Counsels and John P. Stevenson,
Counsel and Secretary and for AT&T Capital by one or more of its Assistant
General Counsels.
EXPERTS
The consolidated financial statements for Newcourt incorporated by
reference in this prospectus and elsewhere in the registration statement, to the
extent and for the periods indicated in their report, have been audited by Ernst
& Young LLP, Chartered Accountants and are incorporated by reference herein in
reliance on their report given on the authority of that firm as experts in
accounting and auditing.
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[THIS PAGE INTENTIONALLY LEFT BLANK]
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[Newcourt Logo]
Offer To Exchange All
$300,000,000 7.125% Notes, Series A due December 17, 2003
For
$300,000,000 7.125% Exchange Notes, Series A due December 17, 2003
Guaranteed as to Payment of Principal, Premium, if any, and Interest by
[AT&T Capital Corporation Logo]
PROSPECTUS
[ ]
The Chase Manhattan Bank as Exchange Agent
270 Park Avenue
New York, NY 10017
<PAGE>
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PART II TO FORM F-4
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
Securities and Exchange Commission Filing fee............................................... $ 83,400
Rating Agency Fees.......................................................................... 10,000
Fees and Expenses of Trustee................................................................ 5,000
Printing and Distributing Registration Statement, Prospectus, Indenture and Miscellaneous
Material.................................................................................. 130,000
Accountants' Fees........................................................................... 20,000
Legal Fees and Expenses..................................................................... 100,000
Blue Sky Fees and Expenses.................................................................. 40,000
Exchange Agent Fees and Expenses............................................................ 10,000
Miscellaneous Expenses...................................................................... 27,000
--------
Total.................................................................................. $425,400
--------
--------
</TABLE>
- ------------
* Estimated, except for filing fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
NEWCOURT CREDIT GROUP INC. ('NEWCOURT')
Under the Business Corporations Act (Ontario) (the 'OBCA'), Newcourt may
indemnify a present or former director or officer of Newcourt or person who acts
or acted at Newcourt's request as a director or officer of another body
corporated of which Newcourt is or was a shareholder or creditor, and his or her
heirs and legal representatives:
(a) against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, reasonably incurred by him or
her in respect of any civil, criminal or administrative action or
proceeding to which he or she is made a party by reason of being or having
been a director or officer of Newcourt;
(b) with court approval, against all costs, charges and expenses
reasonably incurred by him or her in connection with an action brought by
or on behalf of Newcourt or body corporate to procure a judgment in its
favour, to which he or she is made a party by reason of being or having
been a director or officer of Newcourt or body corporate; and
(c) in respect of all costs, charges and expenses reasonably incurred
by him or her in connection with the defense of any civil, criminal or
administrative action or proceeding to which he or she is made a party by
reason of having been a director or officer of Newcourt or body corporate,
if her or she was substantially successful on the merits or his or her
defense of the action or proceeding.
provided, in all cases, such director or officer (i) acted honestly and in good
faith with a view to the best interests of Newcourt, and (ii) in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, such director or officer had reasonable grounds for believing that his
or her conduct was lawful.
Subject to the limitations contained in the OBCA, the By-laws of Newcourt
provide that every director or officer of Newcourt, every former director or
officer of Newcourt or a person who acts or acted at Newcourt's request as a
director or officer of a body corporate of which Newcourt is or was a
shareholder or creditor, and his heirs and legal representatives shall, from
time to time, be indemnified and saved harmless by Newcourt from and against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of Newcourt or body corporate if:
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(1) he acted honestly and in good faith with a view to the best
interests of Newcourt; and
(2) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
Newcourt maintains directors' and officers' liability insurance with an
aggregate annual limit of liability of $40,000,000. Under this insurance
coverage, Newcourt is reimbursed for payments made to directors or officers of
Newcourt, as required or permitted by law or under provisions of the By-laws of
Newcourt, as indemnity for loss, including legal costs, arising from acts,
errors or omissions done or committed by officers or directors of Newcourt in
the course of their duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling AT&T Capital or Newcourt pursuant to the foregoing provisions. AT&T
Capital and Newcourt have been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.
AT&T CAPITAL CORPORATION ('AT&T CAPITAL')
Section 145 of the General Corporation Law of Delaware and AT&T Capital's
Restated Certificate of Incorporation and By-Laws provide for the
indemnification of directors and officers under certain circumstances, and on a
case by case basis, against expenses reasonably incurred in connection with a
civil or criminal action to which he or she was a party, or threatened to be
made a party, by reason of being a director or officer. AT&T Capital's Resated
Certificate of Incorporation and By-Laws provide for indemnity of directors and
officers to the fullest extent permitted by law.
The directors and officers of AT&T Capital are covered by an insurance
policy indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, as amended, which might be
incurred by them in such capacities and against which they cannot be indemnified
by AT&T Capital.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
*4A -- Form of Indenture dated as of December 15, 1998 (the 'Indenture'), between Newcourt and The Chase
Manhattan Bank, as trustee
*4B -- Form of Series A Global Fixed Rate Note
*4C -- Form of Guarantee dated as of December 15, 1998 by AT&T Capital relating to the notes
*4D -- Form of Registration Rights Agreement dated December 15, 1998 among Newcourt, AT&T Capital and Lehman
Brothers Inc. as Representative of the initial purchasers
*5A -- Opinion of John P. Stevenson, Corporate Secretary and Counsel of Newcourt, as to the legality of the
securities being registered
*5B -- Opinion of John C. Chobot, assistant general counsel to AT&T Capital, as to the legality under New York
law of the Guarantees being registered
*5C -- Opinion of Eric S. Mandelbaum, assistant general counsel to AT&T Capital, as to the legality under
Federal and Delaware law of the Guarantees being registered
*8A -- Opinion of Sidley and Austin as to certain tax matters
*8B -- Opinion of Blake, Cassels & Graydon as to certain Canadian tax matters
*10 -- Form of Purchase Agreement dated December 8, 1998 among Lehman Brothers Inc. as Representative of the
initial purchasers, Newcourt and AT&T Capital
*12A -- Computation of Ratios of Earnings to Fixed Charges for Newcourt
*12B -- Computation of Ratios of Earnings to Fixed Charges for AT&T Capital
23A -- Consent of Ernst & Young LLP
*23B -- Consent of John P. Stevenson, Corporate Secretary and Counsel of Newcourt (included in Exhibit 5A)
*23C -- Consent of John C. Chobot, assistant general counsel to AT&T Capital (included in Exhibit 5B)
</TABLE>
II-2
<PAGE>
<PAGE>
<TABLE>
<S> <C>
*23D -- Consent of Eric S. Mandelbaum, assistant general counsel to AT&T Capital (included in Exhibit 5C)
*23E -- Consent of Sidley and Austin (included in Exhibit 8A)
*23F -- Consent of Blake, Cassels & Graydon (included in Exhibit 8B)
*24 -- Powers of Attorney executed by the directors and officers who signed the registration statement
(included on pages II-5, II-6 and II-7 hereof)
*25 -- Statement of Eligibility of the trustee on Form T-1
*99A -- Letter of Transmittal
*99B -- Notice of Guaranteed Delivery
*99C -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
*99D -- Letter from Registered Holders to Clients
</TABLE>
- ------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
Provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and
Exchange Commission by Newcourt pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing or Newcourt's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) (a) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form
F-4, including information contained in documents filed subsequent to the
effective date through the date of responding to the request, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or equally prompt means; and (6) to arrange
or provide for a facility in the United States for the purpose of
responding to such requests.
II-3
<PAGE>
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the applicable provisions referred to in
Item 15 above or otherwise, the Registrants have been advised that in the
opinion of the Securities and Exchange Commission such indemnification by them
is against public policy as expressed in the Securities Act of 1933, as amended
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, each of the Registrants will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933, as amended,
and will be governed by the final adjudication of such issue.
For purposes of determining any liability under the Securities Act of 1933,
as amended, the information omitted from the form of prospectus filed as part of
a registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) of 497(b)
under the Securities Act of 1933, as amended, shall be deemed to be part of the
registration statement as of the time it was declared effective.
For the purpose of determining any liability under the Securities Act of
1933, as amended, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
AT&T Captial Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-4 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Parsippany, State of New Jersey,
on the 19th day of May 1999.
AT&T CAPITAL CORPORATION
By /s/ SCOTT J. MOORE
................................
SCOTT J. MOORE
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
We, the undersigned officers and directors of AT&T Capital Corporation,
hereby severally constitute and appoint Scott J. Moore and Daniel A. Jauernig
and each of them singly, our true and lawful attorneys-in-fact and agents, to
sign for us and in our names in the capacities indicated below, the registration
statement on Form F-4 filed herewith and any and all pre-effective and
post-effective amendments to said registration statement, and generally to do
all things in our names and on our behalf in our capacities as officers and
directors to enable AT&T Capital Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys-in-fact, or either of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
/s/ STEVEN K. HUDSON Principal Executive Officer -- Chief May 19, 1999
......................................... Executive Officer and Director
(STEVEN K. HUDSON)
/s/ DANIEL A. JAUERNIG Principal Financial Officer and Acting May 19, 1999
......................................... Principal Accounting Officer -- Chief
(DANIEL A. JAUERNIG) Financial Officer and Director
Vice President and Controller May 19, 1999
.........................................
(THOMAS G. ADAMS)
/s/ DAVID F. BANKS Director May 19, 1999
.........................................
(DAVID F. BANKS)
/s/ BRADLEY D. NULLMEYER Group President and Director May 19, 1999
.........................................
(BRADLEY D. NULLMEYER)
</TABLE>
II-5
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Newcourt Credit Group Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-4 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, Country
of Canada, on the 19th day of May 1999.
NEWCOURT CREDIT GROUP INC.
By /s/ DANIEL A. JAUERNIG
................................
NAME: DANIEL A. JAUERNIG
TITLE: CHIEF FINANCIAL OFFICER
We, the undersigned officers and directors of Newcourt Credit Group Inc.,
hereby severally constitute and appoint Steven K. Hudson and Daniel A. Jauernig
and each of them singly, our true and lawful attorneys-in-fact and agents, to
sign for us and in our names in the capacities indicated below, the registration
statement on Form F-4 filed herewith and any and all pre-effective and
post-effective amendments to said registration statement, and generally to do
all things in our names and on our behalf in our capacities as officers and
directors to enable Newcourt Credit Group Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys-in-fact, or either of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
/s/ STEVEN K. HUDSON Principal Executive Officer -- Chief May 19, 1999
......................................... Executive Officer and Director
(STEVEN K. HUDSON)
/s/ DANIEL A. JAUERNIG Principal Financial Officer and Principal May 19, 1999
......................................... Accounting Officer -- Chief Financial
(DANIEL A. JAUERNIG) Officer
/s/ DAVID F. BANKS Chairman of the Board and Director May 19, 1999
.........................................
(DAVID F. BANKS)
/s/ THOMAS S. AXWORTHY Director May 19, 1999
.........................................
(THOMAS S. AXWORTHY)
/s/ GERALD E. BEASLEY Director May 19, 1999
.........................................
(GERALD E. BEASLEY)
/s/ WILLIAM A. FARLINGER Director May 19, 1999
.........................................
(WILLIAM A. FARLINGER)
/s/ GUY HANDS Director May 19, 1999
.........................................
(GUY HANDS)
</TABLE>
II-6
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ ROBERT F. KILIMNIK Director May 19, 1999
.........................................
(ROBERT F. KILIMNIK)
/s/ DAVID A. MACINTOSH Director May 19, 1999
.........................................
(DAVID A. MACINTOSH)
/s/ DAVID D. MCKERROLL Director May 19, 1999
.........................................
(DAVID D. MCKERROLL)
/s/ RONALD A. MCKINLAY Director May 19, 1999
.........................................
(RONALD A. MCKINLAY)
/s/ PAUL G. MORTON Director May 19, 1999
.........................................
(PAUL G. MORTON)
/s/ BRADLEY S. NULLMEYER Director May 19, 1999
.........................................
(BRADLEY S. NULLMEYER)
/s/ BRUCE I. ROBERTSON Director May 19, 1999
.........................................
(BRUCE I. ROBERTSON)
/s/ DAVID J. SHARPLESS Director May 19, 1999
.........................................
(DAVID J. SHARPLESS)
/s/ TAKUMI SHIBATA Director May 19, 1999
.........................................
(TAKUMI SHIBATA)
/s/ DR. STEVEN C. SMALL Director May 19, 1999
.........................................
(DR. STEVEN C. SMALL)
/s/ RICHARD E. VENN Director May 19, 1999
.........................................
(RICHARD E. VENN)
/s/ WILLIAM D. WALSH Director May 19, 1999
.........................................
(WILLIAM D. WALSH)
AT&T CAPITAL CORPORATION Authorized Representative in the United May 19, 1999
States
BY: /s/ SCOTT J. MOORE
.........................................
(SCOTT J. MOORE)
</TABLE>
II-7
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
*4A -- Form of Indenture dated as of December 15, 1998 (the 'Indenture'), between Newcourt and The Chase
Manhattan Bank, as trustee
*4B -- Form of Series A Global Fixed Rate Note
*4C -- Form of Guarantee dated as of December 15, 1998 relating to the notes
*4D -- Form of Registration Rights Agreement dated December 15, 1998 among Newcourt, AT&T Capital and Lehman
Brothers Inc. as representative of the initial purchasers
*5A -- Opinion of John P. Stevenson, Corporate Secretary and Counsel of Newcourt, as to the legality of the
Securities being registered
*5B -- Opinion of John C. Chobot, assistant general counsel to AT&T Capital, as to the legality under New York
law of the Guarantees being registered
*5C -- Opinion of Eric S. Mandelbaum, assistant general counsel to AT&T Capital, as to the legality under
Federal and Delaware law of the Guarantees being registered.
*8A -- Opinion of Sidley and Austin as to certain tax matters
*8B -- Opinion of Blake, Cassels & Graydon as to certain Canadian tax matters
*10 -- Form of Purchase Agreement dated December 8, 1998 among Lehman Brothers Inc. as representative of the
initial purchasers, Newcourt and AT&T Capital
*12A -- Computation of Ratios of Earnings to Fixed Charges for Newcourt
*12B -- Computation of Ratios of Earnings to Fixed Charges for AT&T Capital
23A -- Consent of Ernst & Young LLP
*23B -- Consent of John P. Stevenson, Corporate Secretary and Counsel of Newcourt (included in Exhibit 5A)
*23C -- Consent of John C. Chobot, assistant general counsel to AT&T Capital (included in Exhibit 5B)
*23D -- Consent of Eric S. Mandelbaum, assistant general counsel to AT&T Capital (included in Exhibit 5C)
*23E -- Consent of Sidley and Austin (included in Exhibit 8A)
*23F -- Consent of Blake, Cassels & Graydon (included in Exhibit 8B)
*24 -- Powers of Attorney executed by the directors and officers who signed the registration statement;
(included on pages II-5, II-6 and II-7 hereof)
*25 -- Statement of Eligibility of the Trustee on Form T-1
*99A -- Letter of Transmittal
*99B -- Notice of Guaranteed Delivery
*99C -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
*99D -- Letter from Registered Holders to Clients
</TABLE>
- ------------
* To be filed by amendment.
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our Firm under the caption "Experts" in the
Registration Statement on Form F-4 and related prospectus of Newcourt Credit
Group Inc. ("Newcourt") for the Offer to Exchange all $300,000,000 7.125%
Notes, Series A due December 17, 2003 for $300,000,000 7.125% Exchange Notes,
Series A due December 17, 2003 and to the incorporation by reference therein
of our report dated February 22, 1999, with respect to the consolidated
financial statements of Newcourt as at December 31, 1998 and 1997 and for the
years then ended included in Newcourt's Current Report on Form 6-K and in
Newcourt's Annual Report on Form 40-F, both of which have been filed with the
Securities and Exchange Commission.
Toronto, Canada
May 18, 1999 Ernst & Young LLP
<PAGE>
