Exhibit 99
Form 10-K for 1997
File No. 1-11237
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____ to ____
Commission File Number 1-11237
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
AT&T CAPITAL CORPORATION
A DELAWARE I.R.S. EMPLOYER
CORPORATION NO. 22-3211453
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number 973-397-3000
Total number of pages in this filing are 11.
The Exhibit Index is on page 11.
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TABLE OF CONTENTS
Signatures 3
Report of Independent Public Accountants - Arthur Andersen LLP 4
Report of Independent Accountants - Coopers & Lybrand L.L.P. 5
Statements of Financial Condition at December 31, 1997 and 1996 6
Statements of Income and Changes in Plan Equity for the three
years ended December 31, 1997 7
Notes to Financial Statements 8
Exhibit Index 11
(Financial statement schedules are not included because of the absence of
conditions under which they are required.)
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Administrative Committee of the AT&T Capital Corporation Excess
Benefit Plan have executed this annual report.
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
Date: March 30, 1998
By Sara R. McAuley
----------------------------------
Sara R. McAuley
Senior Vice President-
Corporate Resources Officer
Date: March 30, 1998
By Scott J. Moore
-----------------------------------
Scott J. Moore
Senior Vice President - Legal
General Counsel and Secretary
Date: March 30, 1998
By Daniel A. Jauernig
------------------------------------
Daniel A. Jauernig
Group President and
Chief Financial Officer
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
---------------------------------
To the Participants and Administrative Committee of the AT&T Capital
Corporation Excess Benefit Plan:
We have audited the accompanying statement of financial condition of the
AT&T Capital Corporation Excess Benefit Plan (the "Plan") at December 31, 1997,
and the related statement of income and changes in plan equity for the year then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial condition of the Plan at December 31,
1997, and the results of its operations and changes in its plan equity for the
year then ended, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
New York, New York
March 30, 1998
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REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrative Committee of the AT&T Capital
Corporation Excess Benefit Plan:
We have audited the accompanying statements of financial condition of the
AT&T Capital Corporation Excess Benefit Plan (the "Plan") at December 31, 1996,
and the related statements of income and changes in plan equity for each of the
years ended December 31, 1996 and 1995. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial condition of the Plan at December 31,
1996, and the income and changes in plan equity for each of the years ended
December 31, 1996 and 1995, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
March 28, 1997
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AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
STATEMENTS OF FINANCIAL CONDITION
At December 31, 1997 1996
- ---------------------------------------------------------------------
Assets:
Receivable from Employer $ 3,346,759 $ 2,347,382
------------ -----------
Total Plan assets: $ 3,346,759 $ 2,347,382
=========== ===========
Total Plan equity $ 3,346,759 $ 2,347,382
=========== ===========
The accompanying notes are an integral part of these financial statements.
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AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the Years Ended December 31, 1997 1996 1995
- ---------------------------------------------------------------------------
Additions:
Earnings on employer
contributions $ 121,695 $ 82,753 $ 39,373
Employer contributions, net of
forfeitures 1,132,869 784,938 815,786
---------- ---------- ----------
Total additions 1,254,564 867,691 855,159
---------- ---------- ----------
Deductions:
Distributions to participants (255,187) (27,759) (11,576)
---------- ---------- ----------
Total deductions (255,187) (27,759) (11,576)
---------- ---------- ----------
Net increase 999,377 839,932 843,583
Plan equity, beginning of year 2,347,382 1,507,450 663,867
---------- ---------- ----------
Plan equity, end of year $3,346,759 $2,347,382 $1,507,450
========== ========== ==========
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The accompanying notes are an integral part of these financial statements.
AT&T CAPITAL CORPORATION EXCESS BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the AT&T Capital Corporation Excess Benefit
Plan (the "Plan"), a nonqualified defined contribution plan, provides a summary
of the material terms of the Plan.
General
AT&T Capital Corporation (the "Company" or "Employer") sponsors the AT&T
Capital Corporation Retirement and Savings Plan, as amended (the "RSP"), a
qualified defined contribution money purchase and profit sharing plan covering
employees of the Company and its domestic subsidiaries. Effective January 1,
1994, the Company adopted the Plan to allow eligible employees to receive
contributions which would otherwise be limited under the RSP by Section 415 of
the Internal Revenue Code (the "IRC") to the lesser of $30,000 or 25% of the
participant's taxable wages (up to the IRC compensation limit pursuant to
Section 401(a)(17) of $160,000 in 1997, and $150,000 for 1996 and 1995). Under
the RSP, participants are entitled to make before and after-tax contributions
limited to 12% of annual pay. The Company makes a matching contribution equal to
66-2/3% of the participant's contributions up to 6% of their annual pay (the
"Company match"). In addition, the Company is required to make annual
contributions (the "uniform points contributions") to the Plan equal to 5% of
total payroll with respect to each year. The Company may also make a
discretionary uniform points contribution with respect to each Plan year. Unless
and until the Company's Board of Directors or Compensation Committee otherwise
directs, the discretionary uniform points contribution shall equal 4% of total
payroll, as defined. The uniform points contributions are allocated to
participants based on years of service and pay. Participants in the RSP with
aggregate participant and Employer contributions for the year that exceed the
IRC limitations automatically participate in the Plan. The provisions of the
Plan allow for Company match and uniform points contributions, in excess of IRC
limits described above, to be credited to participant accounts under the Plan.
RSP participant before and after-tax contributions exceeding these IRC
limitations will be refunded to the participant.
Vesting
As a result of a change in control of the Company resulting from the 1996
Merger (defined in Note 6), all Plan participants employed by the Company before
October 1, 1996 became fully vested in the uniform points contributions, Company
match and related earnings.
As a result of a change in control of the Company resulting from the 1998
Merger (defined in Note 6) all Plan participants employed by the Company before
January 12, 1998 became fully vested in the uniform points contribution, Company
match and related earnings.
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Subsequent to January 12, 1998, participants become vested in the Company
match and related earnings within 1-1/2 years of continuous service and become
vested in the uniform points contributions and related earnings over 5 years of
continuous service at a rate of 20% per year.
Regardless of the number of years of continuous service, a participant
shall be fully vested in the Company match and uniform points contributions and
related earnings if the participant terminates employment because of disability,
terminates employment on or after attaining age 65 or upon the occurrence of
certain other events (including a change in control of the Company) as defined
in the Plan document.
Forfeitures
Non-vested contributions credited under the Plan are forfeited upon
termination. For the year ended December 31, 1997 and 1996, forfeited non-vested
accounts were $13,418 and $15,874, respectively.
Payment of Benefits
The vested portion of a participant's account will be paid to the
participant in 60 monthly installments upon the participant attaining the age of
65. The Company, at its sole discretion, may commence such payments to a
terminated participant prior to their 65th birthday. Upon death, a lump sum
payment equaling the vested portion of the participant's account will be paid to
the participant's beneficiary.
2. Accounting Policies
Funding
The Plan is considered an unfunded nonqualified deferred compensation plan
under the IRC, and therefore, not subject to most of the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The cumulative
contributions due to the Plan and related earnings are held in an irrevocable
grantor trust by the Employer with Merrill Lynch (the "Trust"). Benefits payable
under the Plan will be paid from the Trust. The assets of the Trust have been
invested in the Merrill Lynch Government Fund (the "Government Fund"). The
Government Fund invests in a portfolio of securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.
Administrative Costs
All costs and expenses of the Plan are paid by the Company.
Receivable from Employer
The receivable from the Employer represents the cumulative contributions
and related earnings held by the Employer with Merrill Lynch, in addition to the
contribution due by the Employer to the Trust as of the end of each year. The
Company funded the 1997 and 1996 Employer contributions due the Plan plus
related earnings to the Trust in March 1998 and 1997, respectively.
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The contribution due to the Trust from the Employer at year end earns
interest at a rate no less than the rate of return on investments in the
Government Fund, a similar investment option, from December 31st of that year
until such amounts are funded to the trust.
3. Administration of the Plan
The Plan is administered by an Administrative Committee appointed by the
Compensation Committee of the Company's Board of Directors. Merrill Lynch has
been appointed as recordkeeper for the Plan.
4. Federal Income Tax Status
The Plan is not a qualified plan under Section 401 of the IRC and;
therefore, is a nonqualified deferred compensation plan. Earnings on Trust
assets are taxable to the Company. Plan participants are not taxed, for federal
income tax purposes, on Company contributions to the Plan or earnings on Plan
assets until the taxable year in which such contributions are received by the
participant. The Company is not entitled to a current tax deduction for
contributions made to the Plan until such time as the benefits are taxable to
the participant.
5. Plan Termination
Although it has not expressed any intention to do so, the Compensation
Committee of the Board of Directors of the Company reserves the right to amend,
suspend, or terminate the Plan at any time.
6. 1996 and 1998 Mergers
On January 12, 1998, all of the Company's outstanding shares of common
stock were purchased by Newcourt Credit Group Inc., an Ontario corporation
("Newcourt") in a transaction accounted for under the purchase method of
accounting (the "1998 Merger"). The Company currently is an indirect
wholly-owned subsidiary of Newcourt.
On October 1, 1996, the Company completed a merger (the "1996 Merger") to
which the Company was merged with and into an indirect wholly-owned subsidiary
of GRS Holding Company, Ltd., owner of a UK rail leasing business, with the
Company being the surviving entity.
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EXHIBIT INDEX
Exhibit
Number
None
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