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 20, 1998
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
Form 8-K February 20, 1998
Item 5. Other Events.
On February 9, 1998, AT&T Capital Corporation (the "Company"), an
indirect wholly-owned subsidiary of Newcourt Credit Group Inc. ("Newcourt"),
and Newcourt entered into a Support Agreement (the "Support Agreement") for the
benefit of AT&T Capital debt holders. A copy of the Support Agreement was
previously filed with the Securities and Exchange Commission (AT&T Capital's
Current Report on Form 8-K dated February 9,1998).
On February 20, 1998 the Company entered into an agreement pursuant to
which it will guarantee (the "Guarantee") the payment of certain indebtedness
and liquidity facilities issued, guaranteed or entered into by Newcourt,
(as amended, supplemented, restated or replaced, collectively, the "Debt
Securities") for the timely benefit of the holders of the Debt Securities
(collectively, the "Noteholders"). A copy of the Guarantee is filed as Exhibit
10 hereto.
The Debt Securities (as in existence on February 27, 1998) are listed in
Exhibit 99 hereto. As noted in such exhibit, the outstanding principal amount of
the Debt Securities (consisting of Debt Securities issued by Newcourt and Debt
Securities issued by certain subsidiaries of Newcourt and guaranteed by
Newcourt) at February 27, 1998 aggregated approximately US $1.4 billion (Cdn
$1.9 billion).
Because the Guarantee is anticipated to cover future indebtedness under
various documents evidencing or relating to the Debt Securities, as well as
amendments, supplements, restatements or replacements of or to the Debt
Securities, the aggregate outstanding principal amount of the Debt Securities to
be covered by the Guarantee is expected to increase in the future.
The Company's obligations under the Guarantee are anticipated to
represent an irrevocable and unconditional guarantee of the due and punctual
payment to the Noteholders, on demand, whether at stated maturity or otherwise,
of all debts, liabilities and obligations of Newcourt under the Debt Securities,
including present and future, direct and indirect, absolute and contingent and
matured and unmatured debts, liabilities and obligations. The liability of the
Company under the Guarantee is anticipated to be unlimited as to amount and to
be absolute and unconditional irrespective of any conditions or circumstances
that might otherwise constitute a defense available to the Company or Newcourt,
including any defense based on the lack of validity or the unenforceability of
the Debt Securities or any defense or counterclaim available to Newcourt.
Form 8-K February 20, 1998
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10. Guarantee dated February 20, 1998 made by AT&T Capital
Corporation.
99. Listing of Certain Debt Securities of Newcourt Credit
Group Inc. as of February 27, 1998.
Form 8-K February 20, 1998
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
By: Glenn A. Votek
--------------------
Glenn A. Votek
Vice President and
Treasurer
March 11, 1998
Form 8-K February 20, 1998
EXHIBIT INDEX
Exhibit
10. Guarantee dated February 20, 1998 made by AT&T Capital
Corporation.
99. Listing of Certain Debt Securities of Newcourt Credit
Group Inc. as of February 27, 1998.