UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From __________ to __________ Commission File Number 333-11243 CAPITA PREFERRED FUNDING L.P. A DELAWARE I.R.S. EMPLOYER IDENTIFICATION LIMITED PARTNERSHIP No. 22-3467161 c/o AT&T Capital Corporation 44 Whippany Road, Morristown, New Jersey 07962-1983 Telephone Number 973-397-3000 ------------------ THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2). Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] PART I - FINANCIAL INFORMATION ITEM 1. Financial statements. CAPITA PREFERRED FUNDING L.P. STATEMENTS OF INCOME (Dollars in thousands) (Unaudited) For the three months ended March 31, 1998 1997 ---- ---- REVENUES-Interest Income $5,362 $5,358 ------ ------ Net income $5,362 $5,358 ====== ====== The accompanying notes are an integral part of these Financial Statements. -2- CAPITA PREFERRED FUNDING L.P. BALANCE SHEETS (Dollars in thousands) March 31, 1998 December 31, (unaudited) 1997 ----------- ------------ ASSETS: Debentures receivable from Affiliates $240,146 $240,146 Other assets 2,434 2,434 -------- -------- Total Assets 242,580 242,580 ======== ======== PARTNERS' CAPITAL: General Partner's Interest 36,394 36,394 Limited Partner's Interest 206,186 206,186 -------- -------- Total Partners' Capital $242,580 $242,580 ======== ======== The accompanying notes are an integral part of these Financial Statements. -3- CAPITA PREFERRED FUNDING L.P. STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) For the three months ended March 31, 1998 1997 ---- ---- Cash Flow from Operating Activities: Net Income $ 5,362 $ 5,358 ------- ------- Net Cash provided from Operating Activities 5,362 5,358 ------- ------- Cash Flow from Financing Activities: Distribution to Limited Partner (4,670) (4,670) Distribution to General Partner (692) (688) ------- ------- Net Cash provided by Financing activities (5,362) (5,358) ------- ------- Net change in cash and cash equivalents 0 0 Cash and cash equivalents at beginning of period 0 0 ------- ------- Cash and cash equivalents at end of period $ 0 $ 0 ======= ======= The accompanying notes are an integral part of these Financial Statements. -4- CAPITA PREFERRED FUNDING L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying unaudited financial statements have been prepared by Capita Preferred Funding L.P. (the "Partnership") pursuant to the rules and regulations of the Securities and Exchange Commission and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for each period shown. The results for interim periods are not necessarily indicative of financial results for the full year. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997. 2. 1998 Sale of AT&T Capital On January 12, 1998, all of AT&T Capital Corporation's (the "General Partner")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 General Partner currently is an indirect wholly-owned subsidiary of Newcourt. -5- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (Dollars in thousands) Results of Operations and Changes in Cash Flows On March 31, 1998 and March 31, 1997, Capita Preferred Funding L.P. (the "Partnership") made its scheduled quarterly cash distributions of $4,670 (annual rate of 9.06%) to Capita Preferred Trust, the Partnership's limited partner. On those same dates, the Partnership received its scheduled debenture interest income payments (annual rate of 8.88%) from AT&T Capital Corporation (the "General Partner") and two wholly-owned subsidiaries of the General Partner aggregating $5,331. During the first quarter of 1998 and 1997, the Partnership earned interest income of approximately $30 and $27, respectively, on short-term investments. The Partnership distributes the excess of the interest income on debentures and short-term investments over cash distributions to the General Partner. For the first quarter of 1998 and 1997, the Partnership distributed $692 and $688, respectively, to the General Partner. -6- PART II CAPITA PREFERRED FUNDING L.P. PART II - OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K. a) Exhibits: Exhibit Number 27 Financial Data Schedule b) Current Reports on Form 8-K: None -7- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. CAPITA PREFERRED FUNDING L.P. By: AT&T Capital Corporation General Partner DANIEL A. JAUERNIG ----------------------------- By: Daniel A. Jauernig Group President and Chief Financial Officer of AT&T Capital Corporation May 13, 1998 -8- EXHIBIT INDEX EXHIBITS Exhibit Number Description 27. Financial Data Schedule -9-