UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From ________ to ________ Commission File Number 333-11243 CAPITA PREFERRED FUNDING L.P. A DELAWARE I.R.S. EMPLOYER IDENTIFICATION LIMITED PARTNERSHIP No. 22-3467161 c/o AT&T Capital Corporation 44 Whippany Road, Morristown, New Jersey 07962-1983 Telephone Number 201-397-3000 __________________ THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2). Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- PART I - FINANCIAL INFORMATION ITEM 1. Financial statements. CAPITA PREFERRED FUNDING L.P. STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1997 (Dollars in thousands) (Unaudited) REVENUES-Interest Income $5,358 ------ Net income $5,358 ====== The accompanying notes are an integral part of these Financial Statements. -2- CAPITA PREFERRED FUNDING L.P. BALANCE SHEETS (Dollars in thousands) March 31, 1997 December 31, (unaudited) 1996 ----------- ----------- ASSETS: Debentures receivable from Affiliates $240,146 $240,146 Other assets 2,426 2,426 -------- -------- Total Assets 242,572 242,572 ======== ======== PARTNERS' CAPITAL: General Partner's Interest 36,386 36,386 Limited Partner's Interest 206,186 206,186 -------- -------- Total Partners' Capital $242,572 $242,572 ======== ======== The accompanying notes are an integral part of these Financial Statements. -3- CAPITA PREFERRED FUNDING L.P. STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 (Dollars in thousands) (Unaudited) Cash Flow from Operating Activities: Net Income $ 5,358 ------- Net Cash provided from Operating Activities 5,358 ------- Cash Flow from Financing Activities: Distribution to Limited Partner (4,670) Distribution to General Partner (688) ------- Net Cash provided by Financing activities (5,358) ------- Net change in cash and cash equivalents 0 Cash and cash equivalents at beginning of period 0 ------- Cash and cash equivalents at end of period $ 0 ======= The accompanying notes are an integral part of these Financial Statements. -4- CAPITA PREFERRED FUNDING L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying unaudited financial statements have been prepared by Capita Preferred Funding L.P. (the "Partnership") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for each period shown. The results for interim periods are not necessarily indicative of financial results for the full year. These unaudited financial statements should be read in conjunction with the audited Financial Statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1996. -5- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (Dollars in thousands) Results of Operations and Changes in Cash Flows On March 31, 1997, Capita Preferred Funding L.P. (the "Partnership") made its scheduled quarterly cash distributions of $4,670 (annual rate of 9.06%) to Capita Preferred Trust. On that date, the Partnership received its scheduled debenture interest income payments (annual rate of 8.88%) from AT&T Capital Corporation (the "Parent" or "General Partner") and two wholly-owned subsidiaries of the Parent aggregating $5,331. During the first quarter of 1997, the Partnership earned interest income of approximately $27 on short term investments. The Partnership distributed the excess of the interest income over cash distributions of $688 to the General Partner. -6- PART II CAPITA PREFERRED TRUST PART II - OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K. a) Exhibits: Exhibit Number 27 Financial Data Schedule b) Current Reports on Form 8-K: Report on Form 8-K, dated February 12, 1997, was filed pursuant to Item 4 (Change in Registrant's Certifying Accountants). -7- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 General Partner EDWARD M. DWYER --------------- By: Edward M. Dwyer Senior Vice President and Chief Financial Officer May 14, 1997 -8- EXHIBIT INDEX EXHIBITS Exhibit Number Description 27. Financial Data Schedule -9-