1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 2, 1998 AT&T CAPITAL CORPORATION A Delaware Commission File I.R.S. Employer Corporation No. 1-11237 No. 22-3211453 44 Whippany Road, Morristown, New Jersey 07962-1983 Telephone Number (973) 397-3000 2 Form 8-K October 2, 1998 Item 5. OTHER EVENTS In accordance with the terms of a "no-action" letter dated October 2, 1998 (the "SEC letter") received from the Division of Corporation Finance of the Securities and Exchange Commission ("SEC"), AT&T Capital Corporation ("Capital") was permitted to cease filing periodic reports pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934 from and after the execution and delivery by Newcourt Credit Group Inc. ("Newcourt") of an unconditional guarantee of the outstanding debt securities of Capital which were not previously guaranteed by Newcourt. As contemplated by the SEC letter, Newcourt has, on October 28, 1998, in a footnote to the financial statements included in the periodic reports that it filed with the SEC, disclosed certain summarized financial information concerning Capital. Newcourt has also executed and delivered the guarantee effective as of October 28, 1998 (the "Guarantee") which Guarantee covers all Debt as such term is defined in the Guarantee. Pursuant to the terms of the existing Support Agreement dated February 9, 1998, by and between Newcourt and Capital (the "Support Agreement"), the Support Agreement has been terminated and replaced by the Guarantee effective as of November 15, 1998. The Support Agreement may be terminated by its terms upon written confirmation from at least two (2) nationally recognized statistical rating agencies that have rated series of Debt of Capital that the termination of the Support Agreement will not result on their ratings of such series of Debt being downgraded. Capital has received such written confirmation from Duff & Phelps Credit Rating Co. and Standard & Poors. Copies of the Guarantee and the SEC letter, together with the letter submitted to the SEC on behalf of Capital and Newcourt, are attached as Exhibits hereto. 3 Form 8-K October 2, 1998 Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99(a). Newcourt Credit Group Inc. Guarantee of AT&T Capital Corporation Debt. 99(b). Letter dated October 2, 1998 from the Securities and Exchange Commission to Sidley & Austin relating to Newcourt Credit Group Inc. and AT&T Capital Corporation. 99(c). Letter dated October 2, 1998 to the Securities and Exchange Commission submitted by Sidley & Austin on behalf of Newcourt Credit Group Inc. and AT&T Capital Corporation. 4 Form 8-K October 2, 1998 SIGNATURES Pursuant to the requirements 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. AT&T CAPITAL CORPORATION DANIEL A. JAUERNIG By: Daniel A. Jauernig Group President and Chief Financial Officer November 17, 1998 5 Form 8-K October 2, 1998 EXHIBIT INDEX Exhibit No. 99(a). Newcourt Credit Group Inc. Guarantee of AT&T Capital Corporation Debt. 99(b). Letter dated October 2, 1998 from the Securities and Exchange Commission to Sidley & Austin relating to Newcourt Credit Group Inc. and AT&T Capital Corporation. 99(c). Letter dated October 2, 1998 to the Securities and Exchange Commission submitted by Sidley & Austin on behalf of Newcourt Credit Group Inc. and AT&T Capital Corporation.