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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 5, 1996
AT&T CAPITAL CORPORATION
A Delaware Commission File I.R.S. Employer
Corporation No. 1-11237 No. 22-3211453
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number (201) 397-3000
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Form 8-K AT&T Capital Corporation
June 5, 1996
Item 5. Other Events
On June 5, 1996, AT&T Capital Corporation entered into a definitive
merger agreement with a leasing consortium. Certain members of AT&T
Capital's senior management plan to participate in the consortium that will
own AT&T Capital upon completion of the merger.
Upon consummation of the merger, AT&T Capital's stockholders will
receive $45 in cash for each outstanding share of the company's common
stock. The total purchase price for the outstanding shares and stock
options will be approximately $2.2 billion. It is expected that the
merger, which is subject to customary closing conditions, including
regulatory approvals, will be consummated in late September.
AT&T, the company's 86-percent stockholder, is a party to and has
executed the merger agreement, along with a written consent to the merger,
thereby assuring stockholder approval of the transaction.
In addition to management, the consortium will include GRS Holding
Company, Ltd., owner of a U.K. rail leasing company. Babcock & Brown, a
San Francisco-based leasing, asset and project financing advisory firm,
also plans to participate. The company will continue to be led by AT&T
Capital's current management team, with no significant changes in business
strategies or operations planned.
Financing for the consortium is being arranged by the U.K.-based
Nomura International plc, a wholly owned subsidiary of the Nomura
Securities Co., Ltd. Nomura International plc has irrevocably and
unconditionally agreed to underwrite or purchase securities of the
consortium entity sufficient to allow the consortium entity to meet all of
its obligations under the merger agreement.
The transaction has been approved by AT&T Capital's board of directors
and a special committee of the board composed of independent directors.
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Form 8-K AT&T Capital Corporation
June 5, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AT&T CAPITAL CORPORATION
By: Edward Dwyer
Chief Financial Officer
June 6, 1996
Form 8-K AT&T Capital Corporation
June 5, 1996
EXHIBIT INDEX
Exhibit
Number
_______
10. Merger Agreement dated as of June 5, 1996 between AT&T Capital
Corportion, AT&T Corp., Hercules Limited and Antigua
Acquisition Corporation.
99. AT&T Capital Corporation Press Release issued June 6, 1996.
1 Exhibit 99
AT&T Capital Corporation
CONSORTIUM TO PURCHASE AT&T CAPITAL
For Immediate Release: June 6, 1996
_____________________________________
Morristown, N.J. -- AT&T Capital Corporation (NYSE - TCC) today
announced that the company has entered into a definitive merger agreement
with a leasing consortium. Certain members of AT&T Capital's senior
management, led by Chairman and CEO Tom Wajnert, plan to participate in the
consortium that will own AT&T Capital upon completion of the merger.
When the merger is consummated, AT&T Capital's stockholders will receive
$45 in cash for each outstanding share of the company's common stock. The
total purchase price for the outstanding shares and stock options will be
approximately $2.2 billion. It is expected that the merger, which is
subject to customary closing conditions, including regulatory approvals,
will be consummated in September.
AT&T, the company's 86-percent stockholder, is a party to and has
executed the merger agreement, along with a written consent to the merger,
thereby assuring stockholder approval of the transaction.
In addition to management, the consortium will include GRS Holding
Company Ltd., owner of a U.K. rail leasing company. Babcock & Brown, a San
Francisco-based leasing, asset and project financing advisory firm, also
plans to participate. The company will continue to be led by AT&T
Capital's current management team, with no significant changes in business
strategies or operations planned.
Financing for the consortium is being arranged by the London-based
Nomura International plc, a wholly owned subsidiary of The Nomura
Securities Co., Ltd., one of the world's leading investment banks. The
transaction is not conditioned on financing.
"I am extremely pleased with this transaction and what it means for AT&T
Capital and its various constituencies," said Tom Wajnert. "This is an
outstanding opportunity and I am thrilled from a number of perspectives --
stockholders will receive exceptional value for their ownership interest
and customers will continue to receive outstanding service from one of the
world's foremost global leasing and finance companies. At the same time,
members (employees) will continue to operate the company and AT&T Capital's
core leadership team will remain in place and continue to pursue the
company's long term strategic objectives.
"AT&T Capital's more than 2,800 members have created a worldwide leasing
business of enormous strategic significance," Wajnert said. "We believe
our capabilities for serving some 500,000 customers -- from sole
proprietorships to multinational manufacturing clients around the globe --
are unparalleled in our industry."
Goldman, Sachs & Co. has advised AT&T Capital's board of directors in
connection with this transaction and has provided a fairness opinion. The
transaction has been approved by AT&T Capital's board of directors and a
special committee of the board composed of independent directors.
2 Exhibit 99
AT&T Capital Corporation
AT&T Capital was founded in 1985 principally to finance sales of AT&T
equipment and has since become one of the largest providers of vendor
financing programs to manufacturers, including AT&T, Lucent Technologies
and NCR. The company's financial programs and products help multinational,
domestic and foreign companies increase sales, gain market share and build
customer loyalty. AT&T Capital now operates in 20 countries in North and
South America, Europe and the Asia/Pacific region -- significant markets
for many of its global vendor clients.
A fully diversified leasing and finance company, AT&T Capital also
offers financing and leasing directly to customers, including SBA (Small
Business Administration) guaranteed lending and other commercial financing
and leasing, as well as such specialized equipment financing and services
as vehicle leasing and fleet management.
Wajnert noted that AT&T Capital will continue to serve as preferred
vendor financing provider not only for the newly structured AT&T, but also
for Lucent Technologies and NCR, under operating agreements that continue
into the year 2000.
AT&T Capital Corporation's headquarters will remain in Morristown,
New Jersey.