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: November 19, 1997
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 (973) 397-3000
2
Form 8-K November 19, 1997
Item 1. CHANGES IN CONTROL OF THE REGISTRANT
Item 5. OTHER EVENTS
Newcourt Credit Group Inc. a Canadian corporation ("Newcourt"), and AT&T Capital
Corporation ("AT&T Capital" or the "Company") announced on November 17, 1997,
that Newcourt, the Company and the stockholders of the Company have entered into
a Stock Purchase Agreement (a copy of which is attached hereto as Exhibit A)
under which Newcourt will acquire all of the outstanding shares of the Company's
common stock, subject to certain conditions. The aggregate purchase price to be
paid to the current stockholders of AT&T Capital for the shares will be US$1.03
billion in cash and 17.6 million Newcourt common shares. Such shares may not be
transferred for periods ranging from 6 to 18 months following the closing. The
closing is expected to occur in approximately 60 to 90 days. The joint press
release of Newcourt and the Company is attached hereto as Exhibit 99.
The cash portion (US$1.03 billion) of the purchase price to be paid by Newcourt
will be raised through the issuance by Newcourt of approximately 35 million
Newcourt common shares at approximately US$32.500 (C$46.00) per share to the
public in Canada and the United States. The remaining portion of the purchase
price will be paid by Newcourt through the issuance of approximately 17.6
million Newcourt common shares directly to certain of the current shareholders
of AT&T Capital.
Toronto-based Newcourt is one of North America's leading sources of asset-based
financing serving the corporate, commercial and institutional markets, with
owned and managed loans of more than US$7.13 billion (C$10.0 billion) at
September 30, 1997, and an international network of more than 42 offices. Mr.
Steven K. Hudson, president and CEO of Newcourt, will continue as president and
CEO of the combined companies.
Newcourt intends for the Company to operate as a wholly-owned subsidiary of
Newcourt which will continue to issue commercial paper and medium and long-term
debt in the public markets. The current intent of Newcourt is for the Company
and Newcourt on a consolidated basis to securitize approximately 40-45% of their
new consolidated volumes and to move to a consolidated debt to tangible equity
ratio of approximately 5.5:1, with the result that, following the closing, the
securitization and leverage policies of the Company would be adjusted to achieve
those targets. Newcourt has also indicated that, following the closing, Newcourt
intends to guarantee the Company's outstanding commercial paper and outstanding
medium-term and long-term debt securities and, in connection therewith, the
Company may also guarantee Newcourt's outstanding indebtedness. Newcourt's
aggregate outstanding indebtedness, as of September 30, 1997, was US$1.87
billion (C$2.58 billion). The Company's Trust Originated Preferred Securities
of $200 million, that were issued by a subsidiary of AT&T Capital in October,
1996, are not effected by the transaction with Newcourt.
In connection with the execution and delivery of the Stock Purchase Agreement,
Lucent Technologies, Inc. ("Lucent"), pursuant to the terms of the Operating
Agreement between Lucent and the Company, consented to the change of control
contemplated by the sale of the outstanding stock of the Company to Newcourt by
the current stockholders of the Company. In addition, the Company and Newcourt
agreed to negotiate with Lucent to amend the terms of such Operating Agreement
and to submit a related proposal to Lucent by December 31, 1997. Such proposal
is expected to address certain economic terms, the scope of business
covered by the
3
Form 8-K November 19, 1997
agreement, the length of the renewal term and certain other matters, taking into
account the terms and tenor of other similar vendor finance program agreements,
with any economic benefits to Lucent arising from any such amendment being
retroactive to October 1, 1997. Any amendment of the terms of the Operating
Agreement could have a material effect on the Company.
Newcourt has advised the Company that Newcourt is currently a "foreign private
issuer", as defined in Rule 3b-4 under the Securities Exchange Act of 1934 as
amended, and a reporting company under such Act. Attached hereto as Exhibit B
are (i) Newcourt's Prospectus dated November 17, 1997 filed by Newcourt with the
Securities and Exchange Commission (the "Commission"), and (ii) Newcourt's
Reports on Form 6-K setting forth its consolidated financial statements as of,
and for the respective three, six and nine month periods ended, March 31, 1997,
June 30, 1997, and September 30, 1997, heretofore filed by Newcourt with the
Commission.
Form 8-K November 19, 1997
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99. Press Release issued by Newcourt and the Company dated November
17, 1997.
A) Stock Purchase Agreement dated as of November 17, 1997, among the
Company, Newcourt, Hercules Holdings (Cayman) Limited and other
selling stockholders of the Company.
B) (1) Newcourt's Prospectus dated November 17, 1997
(2) Newcourt's Reports on Form 6-K setting forth its consolidated
financial statements as of, and for the respective three, six and
nine month periods ended, March 31, 1997, June 30, 1997, and
September 30, 1997.
Form 8-K November 19, 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.
AT&T CAPITAL CORPORATION
RAMON OLIU, JR.
_______________
By: Ramon Oliu, Jr.
Senior Vice President and
Chief Financial Officer
November 19, 1997
Form 8-K November 19, 1997
EXHIBIT INDEX
Exhibit
99. Press Release issued by Newcourt and the Company dated November
17, 1997.
A) Stock Purchase Agreement dated as of November 17, 1997, among the
Company, Newcourt, Hercules Holdings (Cayman) Limited and other
selling stockholders of the Company.
B) (1) Newcourt's Prospectus dated November 17, 1997
(2) Newcourt's Reports on Form 6-K setting forth its consolidated
financial statements as of, and for the respective three, six and
nine month periods ended, March 31, 1997, June 30, 1997, and
September 30, 1997.
STATEMENT OF DIFFERENCES
The British pound sterling sign shall be expressed as ..........'L'