SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Capita Preferred Trust
(Name of Subject Company)
Capita Preferred Trust
(Name of Person(s) Filing Statement)
9.06% Trust Originated Preferred Securities'sm' ("TOPrS'sm'")
(Liquidation Amount $25 per Trust Preferred Security)
of Capita Preferred Trust
(Title of Class of Securities)
139710206
((CUSIP) Number of Class of Securities)
Glenn A. Votek, Treasurer
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962-1983
Telephone: (973) 397-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Scott J. Moore, Esq. Stephan J. Feder, Esq.
General Counsel Simpson Thacher & Bartlett
AT&T Capital Corporation 425 Lexington Avenue
44 Whippany Road New York, New York 10017-3954
Morristown, New Jersey 07962-1983 (212) 455-2000
(973) 397-3000
ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is Capita Preferred Trust, a statutory
business trust formed under the laws of the State of Delaware (the "Trust"), and
the address of its principal executive office is Capita Preferred Trust c/o AT&T
Capital Corporation, 44 Whippany Road, Morristown, New Jersey 07962-1983. The
name and principal executive office of the Delaware Trustee of the Trust is
First Chicago Delaware c/o FCC National Bank, 300 King Street, Wilmington,
Delaware 19801. The title of the equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement")
relates is the 9.06% Trust Originated Preferred Securities'sm' ("TOPrs'sm'")
(liquidation amount $25 per Trust Preferred Security) ("Trust Preferred
Securities" or "Securities") of the Trust.
ITEM 2. TENDER OFFER OF THE BIDDER.
This Statement relates to the offer by AT&T Capital Corporation, a
Delaware corporation ("AT&T Capital"), to purchase any and all outstanding Trust
Preferred Securities at a price of $29.69 per share (the "Purchase Price"), plus
an amount equal to any accrued and unpaid distribution accumulated on each
tendered Security up to but not including the Payment Date (as defined in the
Offer to Purchase and Consent Solicitation (as defined below)), net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation, dated as of July 27, 1998 (the
"Offer to Purchase and Consent Solicitation" and filed hereto as Exhibit (a)(1)
to this Statement) and the related Letter of Transmittal and Consent (filed
hereto as Exhibit (a)(2) to this Statement and, together with the Offer to
Purchase and Consent Solicitation, constitute the "Offer"). A Tender Offer
Statement on Schedule 14D-1, dated as of July 27, 1998 (the "Schedule 14D-1"),
with respect to the Offer and Consent Solicitation was filed by AT&T Capital and
its ultimate parent corporation, Newcourt Credit Group Inc. ("Newcourt").
The address of the principal executive offices of AT&T Capital is AT&T
Capital Corporation, 44 Whippany Road, Morristown, New Jersey 07962-1983 and its
telephone number is (973) 397-4444. The address of the principal executive
offices of Newcourt Credit Group Inc. is Newcourt Credit Group Inc., BCE Place,
181 Bay Street, Suite 2500, P.O. Box 827, Toronto, Ontario M5J2T3 and its
telephone number is (416) 592-2400.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Trust is set forth in Item 1
above.
(b) The information set forth under the captions "Price Range of
Securities; Distributions" and "Transactions and Agreements Concerning the
Securities" in the Offer to Purchase and Consent Solicitation is incorporated
herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) and (b) The information set forth under the caption "Special
Factors" in the Offer to Purchase and Consent Solicitation is incorporated
herein by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under the caption "Solicitation
Fees, Other Fees and Expenses" in the Offer to Purchase and Consent Solicitation
is incorporated herein by reference.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) and (b) The information set forth under the caption "Transactions
and Agreements Concerning the Securities" in the Offer to Purchase and Consent
Solicitation is incorporated herein by reference.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) and (b) The information set forth under the captions "Price Range
of Securities; Distributions" and "Transactions and Agreements Concerning the
Securities" in the Offer to Purchase and Consent Solicitation is incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
- ----------- -----------
(a)(1) Offer to Purchase and Consent Solicitation, dated July 27, 1998.
(a)(2) Letter of Transmittal and Consent.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.
(a)(5) Letter to Clients of Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(6) Advertisement, dated July 28, 1998.
(a)(7) Press Release, dated July 27, 1998.
(a)(8) Form of Follow-up Notice to Shareholders
(a)(9) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b) None.
(c)(1) Form of Amended and Restated Declaration of Trust of Capita
Preferred Trust is incorporated by reference to Exhibit 4.2 of AT&T
Capital's Registration Statement on Amendment No. 3 to Form S-3 {No.
333-11243} filed with the Securities and Exchange Commission.
(c)(2) Form of Trust Preferred Securities Guarantee Agreement by AT&T Capital
Corporation and The First National Bank of Chicago, N.A., as
guarantee trustee, is incorporated by reference to Exhibit 4.6 of
AT&T Capital's Registration Statement on Amendment No. 3 to Form S-3
{No. 333-11243} filed with the Securities and Exchange Commission.
(c)(3) Form of Amended and Restated Agreement of Limited Partnership of
Capita Preferred Funding L.P. is incorporated by reference to Exhibit
4.5 of AT&T Capital's Registration Statement on Amendment No. 3 to
Form S-3 {No. 333-11243} filed with the Securities and Exchange
Commission.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 27, 1998
CAPITA PREFERRED TRUST
By: /s/ Glenn A. Votek
_____________________
Glenn A. Votek
Trustee
STATEMENT OF DIFFERENCES
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The service mark symbol shall be expressed as......................... 'sm'