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Exhibit 99(a)
AT&T Capital Corporation
Newcourt closes AT&T Capital acquisition
Integration plan set in high gear, changes made to structure, management and
Board
For immediate release: Monday, January 12, 1998
Toronto, Canada, January 12, 1998 - Newcourt Credit Group today
confirmed that it has closed the transaction to acquire all of the outstanding
common shares of AT&T Capital Corporation. On November 17, 1997, the two
companies announced they had entered into an agreement to combine their
operations to create one of the world's largest asset finance companies.
With corporate headquarters in Toronto, Canada, the combined company has
over C$29.2 billion (US$20.7 billion, 'L'12.2 billion) in owned and managed
assets and more than 5,000 employees operating from 65 offices in 24 countries.
The company provides financing to more than 600,000 customers through over 300
vendor finance relationships.
"Combining the operations of Newcourt and AT&T Capital creates a global
leader in the commercial finance and corporate finance sectors serving a blue
chip client base with some of the most advanced systems available in the
industry," noted Steven K. Hudson, CEO of the combined enterprise.
The combined company will provide asset financing services to its
clients through three operating businesses. The Commercial Finance Business will
have its headquarters in New Jersey with a major presence in Toronto, Canada.
Through its vendor focus, this business will provide commercial finance to a
large number of customers worldwide such as Lucent Technologies and Dell
Computers. Bradley D. Nullmeyer will serve as President of the Commercial
Finance Business.
The Corporate Finance Business, with its headquarters based in Toronto,
Canada will provide structured corporate finance to a growing roster of major
international clients. This business will finance the acquisition of capital
assets such as aircraft, rolling stock and telecommunications installations as
well as infrastructure financing for the corporate and public sectors. David D.
McKerroll will serve as President of the Corporate Finance Business.
To meet the underwriting, funding, administration and risk management
needs of the Commercial Finance and Corporate Finance operations, the company's
Services Business will be headquartered in New Jersey with significant
activities located in Toronto, Canada. The Services Business will provide a
range of corporate services from tax planning and treasury, to financial
reporting and credit. Daniel A. Jauernig will serve as President of the Services
Business in addition to being the company's Chief Financial Officer. In carrying
out his responsibilities, Mr. Jauernig will work closely with Glen Votek, EVP -
Treasurer, and Michael DeBernardi, EVP - Credit and Risk Management.
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One of the principal benefits resulting from this alliance is the
combination of Newcourt's proven origination capability with AT&T Capital's
global distribution network. This network will be engaged immediately to provide
world-wide support to several of Newcourt's major vendor finance programs
including its joint venture with Dell Computer Corporation.
"To focus this global network on serving the needs of these major
customers, I am very pleased that David Sharpless, the chairman of Dell
Financial Services, has agreed to also take on full-time responsibilities for
the international activities of the Commercial Finance Business," noted Mr.
Hudson.
"Significant benefits, in terms of serving our customers and creating
value for our shareholders, have already been realized from the early
integration of Newcourt's powerful origination capabilities with AT&T Capital's
global reach. I am looking forward to accelerating this process," said Mr.
Sharpless.
As a result of this acquisition and the new responsibilities assumed by
Mr. Sharpless, the Board of Directors will be asked to make certain changes. In
addition to his new executive duties, Mr. Sharpless will be appointed to the
position of Deputy Chairman assisting in matters of corporate governance. At the
same time, David Banks, the current CEO of AT&T Capital, will join the Board as
its Chairman. Also joining the Board will be Takumi Shibata, President of Nomura
International plc, and Guy Hands, Managing Director of Nomura International's
Principal Finance Group, representing Hercules Holdings.
"I am very pleased that David Banks has agreed to take on the role of
Chairman of the combined company. His background and experience in international
finance as well as his achievements since joining AT&T Capital in building new
business relationships and initiating cost reductions will add great value as we
move forward with the integration of the two companies," noted Mr. Hudson.
David Banks was appointed Chief Executive Officer of AT&T Capital in May
1997. Prior to this, he was a private investor involved in a number of ventures
and acted as a special advisor to Nomura International plc. His career in
international finance and marketing spans 29 years during which time he served
in various senior management positions for The Chase Manhattan Bank, Carlyle
Banks & Company, Continental Grain Company and The General Atlantic Group.
The process of integrating the operations of Newcourt Credit Group and
AT&T Capital was initiated immediately following last November's acquisition
announcement. Since that time, the companies have been working through key
issues such as operating structures and primary business office locations. An
Integration Office, with six senior management members, was established to lead
and manage the work of 12 dedicated integration task forces comprised of more
than 60 individuals selected from amongst the employees at both companies. The
full integration of the two companies is expected to take between 12 and 18
months.
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"Since the agreement with Newcourt was announced last November, both
companies have worked non-stop to put the information and resources in place to
get the integration process off to a quick and effective start," said Mr. Banks.
"The integration task forces will provide the focus and discipline needed to
drive that process and ensure that it stays on course, on budget and on
schedule."
"With the closing of this transaction the integration process moves into
high gear to begin the important work of putting the resources of these two
industry leaders together into one world-class enterprise," added Mr. Hudson. "I
am very pleased to announce that Paul Currie has joined the company as Executive
Vice President and will lead the integration process. His appointment will
ensure that the overall operations of the combined enterprise are fully focused
on serving the needs of our customers and are cost effective." Borden Rosiak,
Executive Vice President, has joined the company's Executive Office and will
work closely with the Integration Office as well as immediately assuming other
corporate initiatives as directed by Mr. Hudson.
"I am looking forward to this exciting challenge and to working with the
management of both companies to help create the framework for one of the world's
leading asset finance organizations," said Mr. Currie. "The structure of this
new enterprise will be designed to maximize the tremendous resources that each
company brings to the alliance, creating a true powerhouse in the global market
for commercial and corporate asset-based financing."
Prior to joining Newcourt, Mr. Currie spent eight years with Coopers &
Lybrand as a Senior Partner in the company's Financial Advisory Services Group.
He has been involved in a large number of merger, acquisition, divestiture and
reorganization projects in a variety of sectors including commercial banking,
mutual funds, investment banking, real estate and the public sector.
While with Coopers & Lybrand, Mr. Currie was responsible for the
creation of a unique joint venture enterprise between Royal Bank, Bank of
Montreal and Toronto Dominion Bank that combined certain operations involving
4,000 staff at 23 sites. Other accomplishments include the privatization of the
CN Tower and leadership on the team restructuring Olympia and York. Most
recently, Mr. Currie was Chief Executive Officer of the Privatization
Secretariat for the Ontario Government.
The combination of Newcourt Credit Group and AT&T Capital creates one of
the world's leading sources of asset-based financing serving the corporate,
commercial and institutional markets with owned and managed assets of C$29.2
billion (US$20.7 billion, 'L'12.2 billion) at September 30, 1997, and a
global distribution capability in 24 countries.
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