1 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: March 9, 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 2 Form 8-K March 9, 1998 Item 5. OTHER EVENTS On March 9, 1998, Newcourt Credit Group Inc., an Ontario Corporation ('Newcourt') signed a new five-year agreement with Lucent Technologies Inc. ('Lucent') (the '1998 Lucent Agreement') which expands the global financing program established to serve Lucent's business systems customers. The term of the 1998 Lucent Agreement is from October 1, 1997 through September 30, 2002. The 1998 Lucent Agreement replaces the previously entered into Lucent Operating Agreement dated as of April 2, 1996 and certain letter agreements between Lucent and AT&T Capital Corporation, an indirect wholly-owned subsidiary of Newcourt, the initial terms of which were scheduled to expire on August 4, 2000. In addition to the extended term of the 1998 Lucent Agreement, other changes from the previous Lucent Operating Agreement include Newcourt being the preferred provider of financing services for a greater portion of Lucent's equipment and related product sales, a change in the methodology in calculating the amount required to be paid to Lucent (based upon specific financial, service and performance levels tied to compensation) which is expected to result in an increase in such amount, and a single point of contact for customers. The 1998 Lucent Agreement also includes certain early termination provisions and a buy-out option that could have a material impact on AT&T Capital Corporation's future operations, if exercised. Lucent is not required to renew the term of the 1998 Lucent Agreement beyond the current term. In the event of either (a) an early termination or buy-out or (b) a non-renewal of the 1998 Lucent Agreement by Lucent, Newcourt will have an extended wind down period with cost recovery. The impact of the 1998 Lucent Agreement on AT&T Capital Corporation's future net income is at this time unknown. While there is a possibility that AT&T Capital Corporation's future net income from Lucent transactions may increase as a result of an anticipated increase in financing volume arising from Newcourt being the preferred provider of financing services for a greater portion of Lucent's equipment and related product sales, there also is a possibility that AT&T Capital Corporation's future net income from Lucent transactions may decrease as a result of the increased amounts due to Lucent under the 1998 Lucent Agreement. The related press release of Newcourt is attached hereto as Exhibit 99. 3 Form 8-K March 9, 1998 Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99. Press release issued by Newcourt dated March 11, 1998 regarding the signing of a vendor financing arrangement with Lucent. 4 Form 8-K March 9, 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 /s/ Glenn A.Votek ------------------------ By: Glenn A. Votek Executive Vice President and Treasurer March 20, 1998 5 Form 8-K March 9, 1998 EXHIBIT INDEX Exhibit 99. Press release issued by Newcourt dated March 11, 1998 regarding the signing of a vendor financing arrangement with Lucent.