PRESS RELEASE
July 27, 1998
AT&T CAPITAL CORPORATION
OFFERS TO PURCHASE FOR CASH, AND
SOLICITS THE CONSENT OF HOLDERS OF,
TRUST PREFERRED SECURITIES'sm' ('TOPrS'sm'') OF
CAPITA PREFERRED TRUST
PURCHASE PRICE
TITLE OF SECURITY CUSIP NUMBER PER SHARE
- --------------------------------------------------------------------------------- ------------ ---------------
9.06% Trust Originated Preferred Securities (Liquidation Amount
$25 per Trust Preferred Security) of Capita Preferred Trust.................... 139710206 $29.69
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------
AT&T Capital Corporation ('AT&T Capital' or the 'Company'), a wholly owned
subsidiary of Newcourt Credit Group, Inc., announced today its offer to purchase
any and all outstanding 9.06% Trust Originated Preferred Securities (Liquidation
Amount $25 per Trust Preferred Security) (the 'Trust Preferred Securities' or
'Securities') of Capita Preferred Trust, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation, dated
July 27, 1998, and the related Letter of Transmittal and Consent (together, the
'Offer'). Capitalized terms used and not defined herein shall have the meanings
ascribed to them in the Offer to Purchase and Consent Solicitation.
The Company also announced that it is soliciting consents from the holders
of record of Securities as of July 20, 1998, for proposed amendments to (i) the
Amended and Restated Limited Partnership Agreement of Capita Preferred Funding
L.P. (the 'Limited Partnership Agreement') that provide for an early redemption
of partnership preferred securities issued thereunder and (ii) the indentures of
AT&T Capital and two of its wholly-owned subsidiaries (the 'Indentures') that
provide for early redemptions of the debentures issued thereunder. AT&T Capital
is the sole general partner of Capita Preferred Funding L.P.
Concurrently with AT&T Capital's purchase of shares in the Offer and
adoption of the Proposed Amendments, AT&T Capital will, and will cause each of
its controlled affiliates to, exercise their respective optional redemption
rights under the Limited Partnership Agreement and the Indentures (each as
amended by the Proposed Amendments), which in turn will cause the optional
redemption of any and all Trust Preferred Securities that have not been validly
tendered in the Offer.
The Offer will expire at 12:00 Midnight, New York City time, on Friday,
August 21, 1998, unless otherwise extended.
The Offer is conditioned upon, among other things, the receipt by AT&T
Capital of consents to the Proposed Amendments from holders of record of Trust
Preferred Securities representing not less than a majority in liquidation amount
of all of the outstanding Trust Preferred Securities. Holders of Securities as
of the Record Date who wish to tender their Securities must consent to the
Proposed Amendments.
The Trust Preferred Securities will be purchased at $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. Holders
of Trust Preferred Securities who do not tender 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 being offered by AT&T
Capital for the tender of Securities in the Offer. If holders of Securities fail
to validly tender their Securities in the Offer, and AT&T Capital obtains the
Requisite Consents upon the terms and conditions of the Offer, and AT&T Capital
accepts for purchase and purchases Securities in the Offer, then such
non-tendering
holders will only receive the Redemption Price for their Securities which have
not been validly tendered in the Offer. If Requisite Consents are received, AT&T
Capital 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).
The dealer manager for the Offer is Merrill Lynch & Co. The information
agent is Georgeson & Company Inc. Questions or requests for assistance may be
directed toll-free to the information agent at (212) 440-9800 or to Merrill
Lynch at (888) 654-8637.
AT&T Capital is a wholly-owned subsidiary of Newcourt Credit Group Inc.
('Newcourt'). Newcourt is one of the world's leading sources of asset-backed
financing serving the corporate commercial and institutional markets with owned
and managed assets of US$22.4 billion (C$31.9 billion) and a global distribution
capability in 24 countries. The Trust Preferred Securities trade on the New York
Stock Exchange under the symbols 'TCCPR' or 'TCDPR.'
# # # # #
IMPORTANT NOTES:
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares. 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 and is not being made to (nor will tenders be accepted from or on
behalf of) owners of Securities residing in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdiction, the laws of which require the Offer
to be made by a licensed broker or dealer, the Offer shall be deemed made on
behalf of AT&T Capital by Merrill Lynch & Co. or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
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