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: February 12, 1997 Capita Preferred Funding L.P. A Delaware Commission File I.R.S. Employer Limited Partnership No. 333-11243 No. 22-3467161 44 Whippany Road, Morristown, New Jersey 07962-1983 Telephone Number (201) 397-3000 Form 8-K February 12, 1997 Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS On February 12, 1997, the Audit Committee of the Board of Directors (with the concurrence of the Board of Directors) of AT&T Capital Corporation (the "Parent"), which is the general partner of Capita Preferred Funding L.P. (the "Partnership"), dismissed Coopers & Lybrand L.L.P. as the Parent's and Partnership's independent public accountants and appointed Arthur Andersen LLP to serve as the Parent's and Partnership's independent public accountants for the year 1997. Coopers & Lybrand L.L.P. will continue to serve as the Parent's and Partnership's independent public accountants for 1996. Coopers & Lybrand L.L.P.'s report on the Partnership's opening balance sheet dated October 14, 1996 contained in the Partnership's Registration Statement under the Securities Act of 1933 (Reg. No. 333-11243) did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the period from October 14, 1996 through February 12, 1997, there were no disagreements between the Partnership and Coopers & Lybrand L.L.P. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s) would have caused Coopers & Lybrand L.L.P. to make reference to the subject matter of such disagreements. Form 8-K February 12, 1997 Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 16 Letter on change in certifying accountants- To the Securities and Exchange Commission from Coopers & Lybrand L.L.P., dated February 12, 1997. Form 8-K February 12, 1997 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. CAPITA PREFERRED FUNDING L.P. by AT&T CAPITAL CORPORATION, as general partner Edward M. Dwyer --------------- By: Edward M. Dwyer Senior Vice President and Chief Financial Officer of AT&T Capital Corporation February 12, 1997 Form 8-K February 12, 1997 EXHIBIT INDEX Exhibit No. 16 Letter on change in certifying accountants- To the Securities and Exchange Commission from Coopers & Lybrand L.L.P., dated February 12, 1997.