PRICING SUPPLEMENT NO. 5 DATED AUGUST 18, 1999
(To Prospectus Dated March 19, 1999, as Supplemented March 19, 1999)
[Logo] [Logo]
U.S. $400,000,000
AT&T CAPITAL CORPORATION
MEDIUM-TERM NOTES, SERIES G DUE AUGUST 15, 2001
GUARANTEED AS TO PAYMENT OF PRINCIPAL
AND INTEREST BY
NEWCOURT CREDIT GROUP INC.
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This is a public offering by AT&T Capital Corporation of $400,000,000 of
Medium-Term Notes, Series G due August 15, 2001. Interest on the Notes will
accrue at a fixed rate of 7.00% per annum (subject to adjustment as described
herein) and is payable on February 15 and August 15 of each year, beginning
February 15, 2000. AT&T Capital may not redeem the Notes before their maturity.
The Notes are unsecured and unsubordinated indebtedness of AT&T Capital and rank
equally with its other unsecured and unsubordinated indebtedness. The payment of
principal and interest on the Notes is guaranteed by Newcourt Credit Group Inc.
The Notes are not guaranteed or supported in any way by AT&T Corp. AT&T Capital
is not owned by, or an affiliate of, AT&T Corp.
See 'Risk Factors' beginning on page P-3 for a discussion of certain risks that
you should consider before purchasing Notes.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE NOTES OR PASSED UPON THE ADEQUACY
OF THIS PRICING SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Per Note Total
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Price to Investors(1)............... 99.843% $399,372,000
Underwriting Discount............... .30 % $ 1,200,000
Proceeds to AT&T Capital............ 99.543% $398,172,000
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(1) Plus accrued interest, if any, from August 20, 1999.
This offering is being underwritten by the Underwriter named in this pricing
supplement on a firm commitment basis, which means that the Underwriter must
purchase all of the Notes if any are purchased. The Underwriter's purchase of
the Notes is subject to a number of conditions. Delivery of the Notes in
book-entry form only will be made through The Depository Trust Company on or
about August 20, 1999.
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LEHMAN BROTHERS
This pricing supplement is dated August 18, 1999.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT. IN THIS PRICING SUPPLEMENT, THE TERM 'DOCUMENT'
REFERS TO THE PRICING SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
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TABLE OF CONTENTS
PAGE
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PRICING SUPPLEMENT
Recent Developments......................................... P-3
Risk Factors................................................ P-3
Description of the Notes.................................... P-7
Events of Default........................................... P-8
Underwriting................................................ P-8
PROSPECTUS SUPPLEMENT
Important Currency Exchange Information..................... S-3
Description of Medium-Term Notes, Series G.................. S-3
Foreign Currency and Indexed Note Risks..................... S-19
Material Federal Income Tax Consequences.................... S-20
Plan of Distribution........................................ S-25
PROSPECTUS
About this Prospectus....................................... 2
Where You Can Find More Information......................... 2
Financial Information....................................... 3
Recent Developments......................................... 3
Risk Factors................................................ 4
AT&T Capital................................................ 7
Newcourt.................................................... 7
Use of Proceeds............................................. 9
Ratios of Earnings to Fixed Charges......................... 10
Description of the Debt Securities.......................... 11
Description of the Warrants................................. 23
Description of the Guarantees............................... 32
Global Securities........................................... 32
Material Federal Income Tax Consequences.................... 34
Plan of Distribution........................................ 34
Validity of Securities...................................... 35
Experts..................................................... 35
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In this pricing supplement, the 'company,' 'we,' 'us' and 'our' refer to
AT&T Capital Corporation and 'Newcourt' refers to Newcourt Credit Group Inc.
References to 'U.S. Dollars' or 'U.S.$' or '$' are to the currency of the United
States of America. The 'Notes' refer to the issue of the Company's Medium-Term
Notes, Series G offered by this pricing supplement.
RECENT DEVELOPMENTS
On March 8, 1999, Newcourt announced that it had entered into an Agreement
and Plan of Reorganization with The CIT Group, Inc. pursuant to which the
outstanding common shares of Newcourt will be converted into either common stock
of The CIT Group, Inc. or, in the case of shares held by Canadian residents who
so elect, into a new class of stock exchangeable into common stock of The CIT
Group, Inc. and Newcourt will become a wholly-owned subsidiary of The CIT Group,
Inc. On June 15, 1999, Newcourt and The CIT Group, Inc. announced that they had
entered into an Amendment to the Agreement and Plan of Reorganization. On
August 5, 1999, Newcourt and The CIT Group, Inc. announced that they had revised
their agreement and had entered into an Amended and Restated Agreement and Plan
of Reorganization ('Amended and Restated Agreement'). Completion of the
transaction is subject to a number of conditions set forth in the Amended and
Restated Agreement, which is on file with the SEC and which is incorporated by
reference herein. The preceding description of the Amended and Restated
Agreement is qualified in its entirety by reference to the full and complete
text of the agreement and we recommend reading the agreement. The parties cannot
be certain whether the transaction contemplated by the Amended and Restated
Agreement will be completed in accordance with the terms thereof. No
determination has been made whether The CIT Group, Inc. will guarantee or
support the obligations of either AT&T Capital or Newcourt. Therefore, investors
should not expect that The CIT Group, Inc. will guarantee or support the
obligations of either AT&T Capital or Newcourt, including the Notes.
RISK FACTORS
You should give careful consideration to the following risk factors, in
addition to the other information included or incorporated by reference in the
prospectus. To the extent any of the information in this pricing supplement
constitutes a 'forward-looking statement' for purposes of Section 21E of the
Exchange Act or Section 27A of the Securities Act, the risk factors set forth
below are meaningful cautionary statements identifying important factors that
could cause actual results to differ materially from those anticipated in
forward-looking statements. We cannot be certain that our actual results will
not materially differ from those anticipated in forward-looking statements
contained in this prospectus.
AT&T CAPITAL'S AND NEWCOURT'S AVAILABILITY AND COST OF FUNDS FOR OPERATION OF
THEIR BUSINESS MAY SUFFER ADVERSELY DUE TO FACTORS BEYOND THEIR CONTROL
Each of AT&T Capital's and Newcourt's business requires substantial amounts
of cash to support growth and operations. Any number of factors which are beyond
our control, such as credit ratings, interest rates, general economic conditions
and the perception of AT&T Capital's and Newcourt's business, results of
operations, leverage, financial condition and business prospects, may affect the
ability of AT&T Capital and Newcourt to obtain funds and the cost of these
funds. Further, each of AT&T Capital and Newcourt may now, or in the future
become, subject to restrictions as a result of our participation in other debt
financing transactions. These restrictions might also affect the amount of cash
available to us to operate our respective businesses. While AT&T Capital and
Newcourt each continue to obtain new sources of funding, we cannot be certain
that cash in an amount sufficient to fund the operations of our respective
businesses will always be available.
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AT&T CAPITAL'S AND NEWCOURT'S BUSINESS MAY SUFFER ADVERSELY UPON ANY DOWNGRADE
IN THEIR DEBT RATINGS.
AT&T Capital's long-term debt is rated 'A - ,' 'BBB+,' 'Baa3' and 'BBB' by
Duff & Phelps Credit Rating Co., Fitch IBCA, Inc., Moody's Investors Services
Inc. and Standard & Poor's Ratings Services, respectively. Newcourt's long-term
debt is rated 'Baa3' by Moody's Investors Services Inc. and 'BBB' by Standard &
Poor's Ratings Services. We cannot be certain that any of these ratings agencies
will not, at any time, change these ratings. In the event any ratings were
lowered, this downgrading would: (1) result in relatively higher borrowing
costs, (2) reduce access to traditional funding sources and (3) reduce
competitiveness, particularly if any such assigned rating is in a generic rating
category that signifies that the debt is less than investment grade. In
addition, if our debt ratings are downgraded to ratings below investment grade,
such downgrading could result in the termination of our Lucent agreement. Any
such downgrading could have an adverse effect on AT&T Capital's or Newcourt's
business and a negative impact on the value of the Notes offered by this pricing
supplement.
AT&T CAPITAL AND NEWCOURT DEPEND ON SECURITIZATION PROGRAMS TO PROVIDE FINANCING
AND MAY SUFFER ADVERSE FINANCIAL CONSEQUENCES UPON ANY DELAY OR DECREASE IN
THEIR ABILITY TO FINANCE ASSETS THROUGH SECURITIZATION PROGRAMS
AT&T Capital and Newcourt each sell financial assets ('securitizations')
and retain an interest in those financial assets. Our securitization
transactions are structured as both private conduit programs and the sale of
publicly offered securities. These transactions allow each of AT&T Capital and
Newcourt to record securitization gains, manage its respective leverage ratio
and to transfer credit risk. Any delay or decrease in the sale of finance assets
and/or an increase in the actual defaults from that expected may cause AT&T
Capital's and Newcourt's net income and leverage to be adversely affected. Any
delay in the securitization of finance receivables may cause leverage to
fluctuate, postpone the recognition of the gain on such finance receivables and
cause our net income to fluctuate from period to period.
AT&T CAPITAL AND NEWCOURT OPERATE IN A HIGHLY COMPETITIVE INDUSTRY AND COMPETE
AGAINST ENTITIES WITH SUBSTANTIAL CAPITAL AND RESOURCES
The equipment leasing and finance industry in which AT&T Capital and
Newcourt operate is highly competitive and is undergoing a process of
consolidation. As a result, certain of our competitors' relative cost bases have
been reduced. We compete with these companies through price (including the
ability to control costs), risk management, innovation and customer services.
Principal cost factors include the cost of funds, the cost of selling to or
obtaining new end-user customers and vendors and the cost of managing
portfolios.
Our competitors include captive or related leasing companies (such as
General Electric Capital Corporation and IBM Credit Corporation), independent
leasing companies (such as Comdisco, Inc.), certain banks engaged in leasing,
lease brokers and investment banking firms that arrange for the financing of
leased equipment, and manufacturers and vendors which lease their own products
to customers. In addition, we compete with all banking and other financial
institutions, manufacturers, vendors and others who extend or arrange credit for
the acquisition of equipment and in a sense, with end-users' available cash
resources to purchase equipment that AT&T Capital or Newcourt may otherwise
finance. Many of our competitors are large companies that have substantial
capital, technological and marketing resources; some of these competitors are
significantly larger than we are and have access to borrowings at a lower cost
than we do. In addition, we may not have, in the immediate future, access to
sufficient U.S. federal tax capacity to pursue efficiently U.S. tax based lease
financing.
CHANGES IN RELATIONSHIPS WITH MAJOR VENDORS COULD ADVERSELY AFFECT RESULTS OF
OPERATIONS
A significant portion of AT&T Capital's and/or Newcourt's consolidated net
income is attributable to the financing provided by major vendor relationships,
including those with Lucent
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Technologies, Inc., Dell Corporation, Snap-on Incorporated, Western Star Trucks
Inc. and Yamaha Corporation, with respect to products manufactured or
distributed by them and, to a lesser extent, to Lucent as an end-user, primarily
with respect to the lease of information technology and other equipment or
vehicles.
AT&T Capital's and Newcourt's commercial relationships with these and other
major vendors are governed by formal agreements. Although AT&T Capital and
Newcourt intend to seek to maintain and improve their existing relationships
with these and other major vendors, we cannot be certain that any agreement with
these and other major vendors will be extended beyond their respective
termination dates. Further, if they are extended, we cannot be certain that the
terms and conditions of future agreements with our major vendors will be as
beneficial to AT&T Capital and Newcourt. If we fail to renew any of those
agreements or change the terms of the agreements with our major vendors, this
may have a material adverse effect on AT&T Capital and Newcourt.
In addition, these agreements may contain provisions which allow these
vendors to terminate their respective agreement. The agreement with Lucent
contains provisions which allow Lucent to terminate the agreement prior to its
termination date. If the agreement with Lucent is terminated, the results of
operations of AT&T Capital and Newcourt could be adversely affected.
AT&T CAPITAL AND NEWCOURT HAVE UNLIMITED LIABILITY UNDER GUARANTEES ISSUED
AT&T CAPITAL GUARANTEE. In connection with Newcourt's acquisition of AT&T
Capital, AT&T Capital guaranteed the payment of certain indebtedness and
liquidity facilities issued, guaranteed or entered into by Newcourt for the
benefit of the holders of the Newcourt debt securities. The amount of Newcourt
debt securities covered by AT&T Capital's guarantee was U.S. $2.3 billion (C$3.4
billion) at June 30, 1999. Because AT&T Capital's guarantee covers Newcourt's
future indebtedness in addition to the current Newcourt debt securities, the
aggregate outstanding principal amount of the Newcourt debt securities to be
covered by AT&T Capital's guarantee is expected to increase in the future. The
liability of AT&T Capital under AT&T Capital's guarantee is unlimited in amount
and absolute and unconditional in that defenses based, among other things, on
the lack of validity or the unenforceability of the Newcourt debt securities or
any defense or counterclaim available to Newcourt will not be available to AT&T
Capital.
NEWCOURT GUARANTEE. Newcourt has fully and unconditionally guaranteed (the
'Newcourt Guarantee') the payment, whether at stated maturity or otherwise, of
any present and future principal, interest or premium payable with respect to
any indebtedness for borrowed money incurred by AT&T Capital or by any other
person whose debts AT&T Capital has guaranteed, except for (1) any indebtedness
for borrowed money where the terms of that indebtedness specifically provide
that repayment is not guaranteed by Newcourt; and (2) any indebtedness, (a) for
borrowed money secured by liens on, or payable solely from the income and
proceeds of, any property of AT&T Capital or any of its subsidiaries and (b)
which is not a general obligation of AT&T Capital. Newcourt's liability under
the Newcourt Guarantee is unlimited in amount and absolute and unconditional in
that defenses based on the lack of validity or the unenforceability of the AT&T
Capital debt or any defense or counterclaim available to AT&T Capital will not
be available to Newcourt. Because Newcourt expects to guarantee future AT&T
Capital debt, as well as amendments, supplements, restatements or replacements
of existing AT&T Capital debt, the total outstanding principal amount of AT&T
Capital debt to be guaranteed by Newcourt is expected to increase in the future.
The aggregate principal amount of AT&T Capital debt was U.S. $8.9 billion
(C$13.2 billion) as of June 30, 1999.
ALLOWANCE FOR CREDIT LOSSES MAY NOT BE ADEQUATE; ESTIMATED RESIDUAL VALUES MAY
NOT BE REALIZED
In connection with origination of finance receivables, capital leases and
operating leases, AT&T Capital and Newcourt are subject to the risk that our
allowances for credit losses may not be enough to cover ultimate losses. If our
allowance is not adequate to cover our credit losses actually incurred, AT&T
Capital's and Newcourt's results of operations and financial condition may
P-5
be materially adversely affected. In addition, the estimated residual values may
not be realized at the end of the lease terms and realization of these residual
values has historically been a significant element of the net income of AT&T
Capital. If AT&T Capital and/or Newcourt fail to realize the estimated residual
values, their results of operations and financial condition may be materially
adversely affected.
NEWCOURT IS SUBJECT TO SIGNIFICANT FOREIGN CURRENCY EXCHANGE RISK
Newcourt operates in twenty-six countries and, as a result, is subject to
the effects of fluctuations in foreign currency exchange rates. If these foreign
currency exchange rates move adverse to Newcourt's reported currency, it could
have a material adverse impact on Newcourt's financial position and results of
operations.
PENDING COMBINATION WITH THE CIT GROUP, INC. COULD DISTRACT NEWCOURT FROM ITS
BUSINESS AND RESULT IN LOSS OF PERSONNEL AND DISRUPTION OF OPERATIONS
Newcourt has entered into an agreement providing for a business combination
with The CIT Group. See 'Recent Developments' in this Pricing Supplement.
Although we are not certain that the proposed business combination of CIT and
Newcourt will be completed, preparing for the completion of this combination
and, if completed, integration of Newcourt and The CIT Group will require a
substantial amount of management's time. Diversion of management attention from
Newcourt's existing business as well as problems that may arise in connection
with the integration of Newcourt's and The CIT Group's operations may have a
material adverse impact on Newcourt's revenues and results of operations. The
integration of Newcourt and The CIT Group may result in additional expenses
which could negatively impact Newcourt's results of operations. Further, the
uncertainty created by the combination may result in the loss of management and
other employees. The unavailability of these people and the resulting disruption
in Newcourt's operations could have a material adverse effect on Newcourt's
business. The proposed transaction involves the integration of two companies
that have different corporate cultures and that have previously operated
independently. In addition, the composition of the combined company's management
will be new. The success of the combined company will depend to a significant
degree on the compatibility of key executives and its ability to retain
highly-skilled personnel. It is not certain that the two companies will be able
to integrate their operations without encountering difficulties, including
incompatibility of key executives, the loss of key employees and customers, the
disruption of our respective ongoing businesses or possible inconsistencies in
systems, standards, procedures and policies.
UNCERTAINTY AS TO READINESS FOR YEAR 2000 AND POTENTIAL ADVERSE EFFECT ON
FINANCIAL PERFORMANCE
The 'Year 2000 issue' arises from widespread use of computer programs that
rely on two-digit date codes to perform computations or decision-making
functions. AT&T Capital and Newcourt are addressing the Year 2000 issue from a
global perspective. In early 1998, we established a global Year 2000 Program
Office to provide oversight from both a business and technical perspective. The
program coordinates vendors, consultants and regional Year 2000 resources. We
converted our critical systems in 1998. We will convert remaining systems and
conduct compliance testing and certification in 1999. We plan to consolidate our
operations onto a limited set of identified Year 2000 compliant systems in order
to achieve operational efficiencies and to minimize any potential problems or
costs due to the Year 2000 issue. We do not anticipate that the total cost of
these Year 2000 compliance activities will be material to our financial position
or results of operations in any given year. However, we cannot be certain that
our compliance activities will be sufficient to address all possible effects of
the Year 2000 issue. Significant Year 2000 failures in Newcourt's or AT&T
Capital's systems or in the systems of third parties (or third parties upon whom
they depend) could have a material adverse effect on Newcourt's or AT&T
Capital's, respectively, financial condition and results of operations.
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ENFORCEABILITY OF LIABILITIES AND SERVICE OF PROCESS
Newcourt is incorporated and has its principal executive office in Canada.
Some of its directors and officers reside outside the United States and a
material portion of their assets are located outside the United States. As a
result, it may be difficult for investors to effect service of process within
the United States upon Newcourt or such persons with respect to matters arising
under the Securities Act, or to enforce against them judgments of courts of the
United States whether or not predicated upon the civil liability provisions of
the federal securities or other laws of the United States or any state thereof.
Newcourt will irrevocably submit to the jurisdiction of any court sitting in the
State of New York with respect to any action or proceeding by a holder of Notes.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the prospectus supplement as 'Notes' and in the
prospectus as 'Debt Securities') supplements, and to the extent inconsistent
therewith replaces, the description of the terms and provisions of the Notes in
the prospectus supplement and the Debt Securities in the prospectus. Terms used
but not defined herein are used herein as defined in the prospectus supplement
or prospectus to which this pricing supplement is attached.
GENERAL
We provide information to you about our Notes in three separate documents
that progressively provide more detail: (1) the prospectus, (2) the prospectus
supplement and (3) this pricing supplement. Because the specific terms of our
Notes may differ from the general information we have provided, you should rely
on the information in this pricing supplement over different information in the
prospectus and the prospectus supplement, and rely on information in the
prospectus supplement over different information in the prospectus. The
following summary of the terms of our Notes does not contain all the information
that may be important to you. In addition to reading this pricing supplement,
the prospectus supplement and the prospectus, you should read carefully the
indenture.
The Notes constitute an issue of our Medium-Term Notes, Series G, described
in the accompanying prospectus supplement and prospectus. The aggregate
principal amount of Notes offered by this pricing supplement is $400,000,000.
The Notes will be Fixed Rate Notes and will be initially issued as Book-Entry
Notes in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof. The specified currency for the Notes will be U.S. dollars. The
issue date for the Notes is August 20, 1999, and the stated maturity date is
August 15, 2001.
Please refer to the accompanying prospectus supplement and prospectus for a
detailed summary of additional provisions of the Notes.
INTEREST
The Notes will bear interest at the rate of 7.00% per annum, subject to
adjustment as described below, from the issue date or the most recent interest
payment date to which interest has been paid or provided for, payable on
February 15 and August 15 of each year, commencing February 15, 2000. The record
date for any interest payment date will be the January 31 or July 31 immediately
preceding the applicable interest payment date. Payments of the principal of and
interest on the Notes will be payable as described in the accompanying
prospectus supplement and prospectus.
Beginning (a) on the first day following a Failed Acquisition Date or
(b) if the Acquisition has not closed by December 31, 1999, on January 1, 2000,
the interest rate specified above will increase to 7.75% per annum. If the
interest rate has been so increased, then, if applicable, upon the first day
following the completion of the Acquisition, the interest rate will reduce to
7.00% per annum.
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A 'Failed Acquisition Date' is the earliest public announcement by The CIT
Group, Inc. or Newcourt Credit Group Inc. that (a) the Acquisition will not
occur, (b) either party has failed to receive the necessary shareholder approval
for the Acquisition, or (c) either party has failed to receive the necessary
regulatory approvals for the Acquisition. 'Acquisition' means the acquisition of
Newcourt by The CIT Group, Inc. announced March 8, 1999 as revised on August 5,
1999.
See 'Recent Developments' in this pricing supplement. No determination has
been made whether The CIT Group, Inc. will guarantee or support the obligations
of either AT&T Capital or Newcourt. Therefore, investors should not expect that
The CIT Group, Inc. will guarantee or support the obligations of either AT&T
Capital or Newcourt, including the Notes.
REDEMPTION AND REPAYMENT
The Notes may not be redeemed by the company, or repaid at the option of
the holders, prior to maturity and will not be entitled to the benefit of any
sinking fund.
GUARANTEE
The Notes will be unconditionally guaranteed by Newcourt as to payment of
principal and interest, when and as the same shall become due and payable,
whether at maturity or otherwise. See 'Description of the Guarantees' in the
accompanying prospectus.
EVENTS OF DEFAULT
See 'Description of the Debt Securities -- Events of Default, Notice and
Waiver' in the accompanying prospectus.
UNDERWRITING
Under the terms and subject to the conditions contained in a Distribution
Agreement and related Terms Agreement (collectively, the 'Distribution
Agreement'), Lehman Brothers Inc. (the 'Underwriter') has agreed to purchase the
Notes from the company. Under the terms and conditions of the Distribution
Agreement, the Underwriter is committed to purchase all of the Notes if any are
purchased.
The company has been advised by the Underwriter that the Underwriter
proposes to offer the Notes to the public initially at the public offering price
set forth on the cover page of this pricing supplement. After the initial public
offering, the public offering price and concession and discount to dealers may
be changed by the Underwriter.
The table below shows the underwriting discount on a per Note and aggregate
basis. The proceeds to be received by the company as shown in the table below do
not reflect estimated expenses of $500,000 payable by the company.
PER NOTE TOTAL
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Price to Investors(1).............................. 99.843% $399,372,000
Underwriting Discount.............................. .30% $ 1,200,000
Proceeds to AT&T Capital........................... 99.543% $398,172,000
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(1)Plus accrued interest, if any, from August 20, 1999.
The Notes are a new issue of securities with no established trading market.
The Underwriter has advised the company that it intends to act as a market maker
for the Notes. However, the Underwriter is not obligated to do so and may
discontinue any market making at any time without notice. No assurances can be
given as to the liquidity of the trading market for the Notes.
The company and Newcourt have agreed to indemnify the Underwriter against
certain liabilities, including, subject to certain restrictions, civil
liabilities under the Securities Act, or contribute to payments which the
Underwriter may be required to make in respect thereof.
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The Underwriter and its associates and affiliates may be customers of, have
borrowing relationships with, engage in other transactions with, and/or perform
services, including commercial and investment banking services, for Newcourt and
the company in the ordinary course of business.
The Underwriter may engage in over-allotment, stabilizing transactions and
covering transactions in accordance with Regulation M under the Securities
Exchange Act of 1934. Over-allotment involves sales in excess of the offering
size, which creates a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Covering transactions involve purchases of the Notes in the
open market after the distribution has been completed in order to cover short
positions. Such stabilizing transactions and covering transactions may cause the
price of the Notes to be higher than it would otherwise be in the absence of
such transactions. These transactions, if commenced, may be discontinued at any
time.
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