NOTICE OF GUARANTEED DELIVERY
RELATING TO
OFFER TO PURCHASE AND CONSENT SOLICITATION
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY
This form, or a substantial equivalent, must be used to tender 9.06% Trust
Originated Preferred Securities (the 'Securities') of Capita Preferred Trust if
the procedure for book-entry transfer of Securities, as described in the Offer
to Purchase and Consent Solicitation, dated July 27, 1998 (the 'Offer to
Purchase and Consent Solicitation'), cannot be completed by the Expiration Date
(as defined in the Offer to Purchase and Consent Solicitation). This form,
properly completed and duly executed, may be delivered by facsimile
transmission, hand or overnight courier to First Chicago Trust Company of New
York (the 'Depositary').
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, AUGUST 21, 1998, UNLESS EXTENDED.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
If by mail: If by hand: If by overnight delivery:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660 c/o Securities Transfer and Suite 4680
PO. Box 2569 Reporting Services Inc. 14 Wall Street, 8th Floor
Jersey City, New Jersey One Exchange Plaza -- Third Floor New York 10005
07303-2569 New York, New York 10006
If by facsimile transmission:
(For Eligible Institutions only)
(201) 222-4720
or
(201) 222-4721
Facsimile confirmation number only:
(201) 222-4707
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (toll free)
Banks and Brokers Call Collect: (212) 440-9800
Ladies and Gentlemen:
The undersigned hereby tenders to AT&T Capital Corporation ('AT&T Capital')
upon the terms and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation and the related Letter of Transmittal and Consent (the
'Letter of Transmittal'), the receipt of which is hereby acknowledged, the
number of Securities set forth below, pursuant to the guaranteed delivery
procedure set forth in the Offer to Purchase and Consent Solicitation and the
Letter of Transmittal. The undersigned understands that the proper tender of
Securities by holders of record as of July 20, 1998 will constitute the giving
of a consent by such holders with respect thereto to the Proposed Amendments
described in the Offer to Purchase and Consent Solicitation.
THIS NOTICE OF GUARANTEED DELIVERY IS BEING USED WITH RESPECT TO THE
FOLLOWING SECURITIES:
9.06% Trust Originated Preferred Securities of Capita Preferred Trust
Number of Securities Tendered:
.......................................................
Address(es):
........................................................
........................................................
(ZIP CODE)
Name of
Tendering Institution: ................................ Area Code and Tel. No.: ...............................
Account Number: .......................................
Dated: ................................................ Signature(s): .........................................
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office, branch or agency in the
United States, guarantees (a) that the above named person(s) 'own(s)' the
Securities tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended, (b) that such tender of Securities complies
with Rule 14e-4 and (c) to deliver to the Depositary Securities confirmation of
the book-entry transfer of the Securities tendered hereby into the account of
the Depositary at The Depository Trust Company, together with a properly
completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof),
with any required signature guarantees (or an Agent's Message (as defined in the
Offer to Purchase and Consent Solicitation)) and any other required documents
within two New York Stock Exchange trading days after the date of execution of
this Notice.
Name of Firm: ....................................... X ...................................................
(AUTHORIZED SIGNATURE)
Address: ............................................ Name: ...............................................
Telephone Number: ................................... Title: ..............................................
(PLEASE TYPE OR PRINT)
Dated: ..............................................
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