THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER
TO SELL THESE SECURITIES NOR A SOLICITATION OF CONSENTS TO THE PROPOSED
AMENDMENTS. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE AND
CONSENT SOLICITATION DATED JULY 27, 1998 AND THE RELATED LETTER
OF TRANSMITTAL AND CONSENT.
AT&T CAPITAL CORPORATION
NOTICE OF OFFER TO PURCHASE AND CONSENT SOLICITATION
ANY AND ALL OUTSTANDING
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY
AT&T Capital Corporation, a Delaware corporation ('AT&T Capital') and a
wholly-owned subsidiary of Newcourt Credit Group Inc., invites the holders of
9.06% Trust Originated Preferred Securities (Liquidation Amount $25 per Trust
Preferred Security) ('Trust Preferred Securities' or 'Securities') of Capita
Preferred Trust (the 'Trust'), a statutory business trust formed under the laws
of the State of Delaware and an affiliate of AT&T Capital, to tender any and all
of their Securities for purchase at the price of $29.69 per Security (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,
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 July 27, 1998 and
in the related Letter of Transmittal and Consent (together, the 'Offer').
Capitalized terms used herein and not otherwise defined have the meanings
ascribed thereto in the Offer to Purchase and Consent Solicitation.
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, AUGUST 21, 1998 (THE 'EXPIRATION DATE'), UNLESS EXTENDED.
The Offer is conditioned upon, among other things, the receipt by AT&T
Capital of Consents to the Proposed Amendments, as described below, from holders
of record of Trust Preferred Securities as of July 20, 1998 (the 'Record Date')
representing a majority in liquidation amount of all of the outstanding Trust
Preferred Securities (the 'Requisite Consents'). See 'Terms of the
Offer -- Certain Conditions of the Offer' in the Offer to Purchase and Consent
Solicitation.
The proper tender of Securities by such holders as of the Record Date shall
constitute the giving of a Consent by such holders with respect to their
tendered Securities. However, holders of record as of the Record Date have the
right to consent to the Proposed Amendments regardless of whether they tender
their Securities.
If AT&T Capital receives the Requisite Consents, accepts for purchase and
purchases Securities in the Offer and effects the adoption of the Proposed
Amendments, holders who do not validly tender, or who do not tender any of,
their Securities in the Offer will receive a redemption price of $29.25 per
Security (the 'Redemption Price'), plus an amount equal to any accrued and
unpaid distribution accumulated on each redeemed security up to but not
including the Payment Date, net to the seller in cash. The Redemption Price is
less than the Purchase Price. If Requisite Consents are received, AT&T Captal
will issue a press release announcing its receipt of such Requisite Consents,
which announcement will be made at least five business days prior to the
Expiration Date (and, if necessary, AT&T Capital will extend the scheduled
Expiration Date so that five business days remain in the Offer period following
such announcement during which non-tendering holders may tender their
Securities). See 'The Consent Solicitation -- Optional Redemption of
Non-Tendered Securities' in the Offer to Purchase and Consent Solicitation.
Neither Newcourt, AT&T Capital, the Subsidiary Issuers, the Partnership,
the Trust, their respective Boards of Directors, General Partner or Trustees nor
any of their respective officers makes any recommendation to any holder as to
whether to tender any or all Securities or to consent to the Proposed
Amendments. Each holder must make his or her own decision as to whether to
tender Securities and, if so, how many Securities to tender or to consent to the
Proposed Amendments.
Tenders of Securities made pursuant to the Offer may be withdrawn at any
time on or prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after September 24, 1998, unless
theretofore accepted for payment by AT&T Capital as provided in the Offer to
Purchase and Consent Solicitation. The Offer to Purchase and Consent
Solicitation is first being mailed on or about July 27, 1998.
AT&T Capital will pay to Soliciting Dealers solicitation fees for
Securities tendered, accepted for payment and paid for pursuant to the Offer,
subject to certain conditions. See 'Solicitation Fees, Other Fees and Expenses'
in the Offer to Purchase and Consent Solicitation. Soliciting Dealers are not
entitled to solicitation fees for any Securities beneficially owned by such
Soliciting Dealers.
The Offer to Purchase and Consent Solicitation and the related Letter of
Transmittal and Consent contain important information which should be read
before any decision is made with respect to the Offer.
The information required to be disclosed by Rule 14d-6(e)(vii) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and Consent Solicitation and is
incorporated herein by reference.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager as set forth below. Requests for copies of the Offer
to Purchase and Consent Solicitation and the related Letter of Transmittal and
Consent or other tender offer or consent materials may be directed to the
Information Agent and such copies will be furnished promptly at AT&T Capital's
expense. Holders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer and the Consent Solicitation.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect (212) 440-9800:
or
All Others Call Toll-Free: (800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center -- North Tower
200 Vesey Street
New York, New York 10281-1307
(888) ML4-TNDR (toll-free)
(888) 654-8637
Attn: Susan L. Weinberg
July 28, 1998
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