SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAPITA PREFERRED
AT&T CAPITAL CORPORATION FUNDING L.P. CAPITA PREFERRED TRUST
(Exact name of registrant (Exact name of registrant (Exact name of
as specified in charter) as specified in registrant
certificate of limited as specified in
partnership) certificate of trust)
DELAWARE DELAWARE DELAWARE
(State of incorporation or (State of incorporation (State of incorporation
organization) or organization) or organization)
22-3211453 22-3467161 22-3467159
(I.R.S. employer (I.R.S. employer (I.R.S. employer
identification number) identification number) identification number)
44 Whippany Road 07962
Morristown, NJ (Zip Code)
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [__]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [__]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
---------------- ------------------------------
Trust Originated Preferred Securities New York Stock Exchange
(servicemark) ("TOPrS") (servicemark)
Trust Preferred Securities Guarantee with New York Stock Exchange
respect to TOPrS
Partnership Preferred Securities* New York Stock Exchange
Partnership Preferred Securities Guarantee New York Stock Exchange
with respect to Partnership Preferred
Securities*
Securities to be registered pursuant to Section 12(g) of the Act:
None
*For listing purposes only, not for trading.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Trust Originated Preferred Securities (the "Trust Preferred
Securities") of Capita Preferred Trust (the "Trust"), a statutory business trust
organized under the laws of the State of Delaware, registered hereby represent
preferred undivided beneficial interests in the Trust and are guaranteed by AT&T
Capital Corporation, a Delaware corporation (the "Company"), to the extent set
forth in the Form of Trust Preferred Securities Guarantee Agreement, (the "Trust
Preferred Securities Guarantee"), which constitutes Exhibit 4.6 to the
Registration Statement (as defined in Item 2 below). The descriptions of the
Trust Preferred Securities and the Trust Preferred Securities Guarantee are set
forth in the prospectus that is included in and forms part of the Registration
Statement (the "Prospectus"), and such descriptions are incorporated by
reference herein.
The Partnership Preferred Securities (the "Partnership Preferred
Securities") of Capita Preferred Funding L.P. (the "Partnership"), a limited
partnership organized under the laws of the State of Delaware, registered hereby
represent limited partnership interests in the Partnership and are guaranteed by
the Company to the extent set forth in the Form of Partnership Preferred
Securities Guarantee Agreement (the "Partnership Guarantee"), which constitutes
Exhibit 4.7 to the Registration Statement. The descriptions of the Partnership
Preferred Securities and the Partnership Guarantee are set forth in the
Prospectus and such descriptions are incorporated by reference herein.
Item 2. Exhibits
The securities to be registered hereby are to be registered on the New
York Stock Exchange, on which no other securities of Capita Preferred Trust,
Capita Preferred Funding L.P. or AT&T Capital Corporation are registered.
Accordingly, the following Exhibits required in accordance with Part II to the
Instructions as to Exhibits to Form 8-A have been or will be filed with the New
York Stock Exchange.
Exhibit
No. Description and Method of Filing
- -------- --------------------------------
1.1 Registration Statement on Form S-3 filed with the Securities and
Exchange Commission (the "Commission") on August 30, 1996 by
Antigua Acquisition Corporation, Capita Preferred Funding L.P.
and Capita Preferred Trust (File No. 333-11243), as amended by
Amendments Nos. 1 and 2 thereto, both of which were filed on
October 15, 1996 with the Commission by AT&T Capital Corporation,
Capita Preferred Funding L.P. and Capita Preferred Trust (as so
amended, the "Registration Statement").
1.2 AT&T Capital Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995, incorporated by reference herein.
2.1 AT&T Capital Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996, incorporated by reference
herein.
2.2 AT&T Capital Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996, incorporated by reference
herein.
2.3 AT&T Capital Corporation's Current Report on Form 8-K dated April
12, 1996, incorporated by reference herein.
2.4 AT&T Capital Corporation's Current Report on Form 8-K dated April
30, 1996, incorporated by reference herein.
2.5 AT&T Capital Corporation's Current Report on Form 8-K dated June
6, 1996, incorporated by reference herein.
2.6 AT&T Capital Corporation's Current Report on Form 8-K dated
August 20, 1996, incorporated by reference herein.
2.7 AT&T Capital Corporation's Current Report on Form 8-K dated
October 1, 1996, incorporated by reference herein.
3.1 AT&T Capital Corporation's Information Statement on Schedule 14C
dated August 30, 1996, incorporated by reference herein.
4.1 Certificate of Trust of Capita Preferred Trust, incorporated
herein by this reference to Exhibit 4.1 to the Registration
Statement.
4.2 Form of Amended and Restated Declaration of Trust of Capita
Preferred Trust, incorporated herein by this reference to Exhibit
4.2 to the Registration Statement.
4.3 Certificate of Limited Partnership of Capita Preferred Funding
L.P., incorporated herein by this reference to Exhibit 4.3 to the
Registration Statement.
4.4 Amended and Restated Certificate of Limited Partnership of Capita
Preferred Funding L.P., incorporated herein by this reference to
Exhibit 4.4 to the Registration Statement.
4.5 Form of Amended and Restated Agreement of Limited Partnership
of Capita Preferred Funding L.P., incorporated herein by this
reference to Exhibit 4.5 to the Registration Statement.
4.6 Form of Trust Preferred Securities Guarantee Agreement between
AT&T Capital Corporation and The First National Bank of Chicago,
N.A., as guarantee trustee, incorporated herein by this reference
to Exhibit 4.6 to the Registration Statement.
4.7 Form of Partnership Guarantee Agreement between AT&T Capital
Corporation and The First National Bank of Chicago, N.A.,
as guarantee trustee, incorporated herein by this reference to
Exhibit 4.7 to the Registration Statement.
4.8 Certificate of incorporation of AT&T Capital Corporation, as
modified by the Certificate of Merger of Antigua Acquisition
Corporation into AT&T Capital Corporation.
4.9 Amended and Restated By-laws of AT&T Capital Corporation, dated
October 1, 1996.
5.1 Form of Trust Preferred Security, included in Exhibit 4.2).
5.2 Form of Partnership Preferred Security, included in Exhibit 4.5).
6.1 1995 Annual Report to Stockholders of AT&T Capital Corporation.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
Dated: October 17, 1996
CAPITA PREFERRED TRUST
By: /s/ JEFFERY F. NASH
--------------------------
Jeffery F. Nash
Regular Trustee
CAPITA PREFERRED FUNDING L.P.
By: AT&T CAPITAL CORPORATION
General Partner
By: /s/ ROBERT J. INGATO
-------------------------
Robert J. Ingato
Senior Vice President, General
Counsel and Secretary
AT&T CAPITAL CORPORATION
By: /s/ ROBERT J. INGATO
-------------------------
Robert J. Ingato
Senior Vice President, General
Counsel and Secretary