<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-K

              (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                   For The Fiscal Year Ended December 31, 1997
                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
         For The Transition Period From _____________ to _______________

                        Commission File Number 333-11243
                             CAPITA PREFERRED TRUST

     A DELAWARE                        I.R.S. EMPLOYER IDENTIFICATION
   BUSINESS TRUST                              No. 22-3467159

                          c/o AT&T Capital Corporation
               44 Whippany Road, Morristown, New Jersey 07962-1983
                          Telephone Number 973-397-3000

                             ------------------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                                Name of exchange on
                                                     which registered
-------------------                                -------------------
Trust Preferred Securities                       New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                    YES   X        NO
                                                          -----          ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.                                                                ( x )

State the aggregate market value of the voting stock held by non-affiliates of
registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of specified date within 60 days prior to the date of filing. Not
Applicable

                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registration Statement on Form S-3 of this Registrant
          (No. 333-11243) are incorporated in Part I. of this report.







<PAGE>




                             TABLE OF CONTENTS

                                  PART I

   Item                          Description                         Page

       1.      Business                                                1
       2.      Properties                                              2
       3.      Legal Proceedings                                       2
       4.      Submission of Matters to a Vote of Security-Holders     2

                                  PART II

       5.      Market for Registrant's Common Equity and Related
                Stockholder Matters                                    3
       6.      Selected Financial Data                                 3
       7.      Management's Discussion and Analysis of Financial
               Condition and Results of Operations                     4
       8.      Financial Statements and Supplementary Data             5
       9.      Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                   15

                                  PART III

      10.      Directors and Executive Officers of the Registrant     15
      11.      Executive Compensation                                 15

      12.      Security Ownership of Certain Beneficial Owners and
                Management                                            15
      13.      Certain Relationships and Related Transactions         15

                                  PART IV

      14.      Exhibits, Financial Statement Schedules, and Reports
                on Form 8-K                                           16







<PAGE>



                                     PART I

ITEM 1.  BUSINESS

        Capita Preferred Trust (the "Trust") was established as a Delaware
statuatory business trust for the purpose of issuing 9.06% Trust Originated
Preferred Securities (the "Trust Preferred Securities"). On October 25, 1996,
the Trust issued $200 million of Trust Preferred Securities to the public (the
"Offering"). The Trust invested the proceeds received from the Offering and
additional proceeds received from the issuance of Trust common securities to
AT&T Capital Corporation (the "Company") in Partnership Preferred Securities
(the "Partnership Preferred Securities") of its affiliate, Capita Preferred
Funding L.P. (the "Partnership"). The Trust and the Partnership are consolidated
subsidiaries of the Company. The Partnership, in turn, used proceeds from the
issuance of the Partnership Preferred Securities and a Company capital
contribution to invest primarily in 20-year debentures of the Company and two
wholly-owned subsidiaries of the Company (the "Debentures"). Payments in respect
to the Debentures issued by the Company's subsidiaries have been guaranteed, on
a subordinated basis, by the Company.

        Holders of the 8,000,000 outstanding shares of Trust Preferred
Securities are entitled to receive quarterly cash distributions at an annual
rate of 9.06% and a liquidation amount of $25 per share. Under the terms of the
Offering, the Company issued an irrevocable guarantee, to the extent the Trust
has funds available therefor, on the distributions, redemption and liquidation
of the Trust Preferred Securities. Distributions will be made on the Trust
Preferred Securities to the extent that the Trust has funds available, which is
dependent on the payment of distributions on the Partnership Preferred
Securities by the Partnership to its limited partner, the Trust. Distributions
on the Partnership Preferred Securities will be declared and paid only as
determined in the sole discretion of the Company in its capacity as the general
partner of the Partnership. The Partnership's ability to pay such distributions
to the Trust is dependent on the receipt of interest payments on the Debentures.

        On January 12, 1998, all of the Company's outstanding shares of common
stock were purchased by Newcourt Credit Group Inc., an Ontario corporation
("Newcourt") in a transaction accounted for under the purchase method of
accounting (the "Newcourt Acquisition"). The Company currently is an indirect
wholly-owned subsidiary of Newcourt.

        On February 9, 1998, the Company and Newcourt entered into a support
agreement (the "Newcourt Support Agreement"). The Newcourt Support Agreement
requires Newcourt to own a majority of the outstanding shares of common stock of
the Company, to cause the Company and its subsidiaries to have a consolidated
tangible net worth of at least $1.00 and to provide funds to the Company (upon
the request of the Company) sufficient to enable the Company to make timely
payments of principal and interest payments on its debt for borrowed money (if
the Company is unable to do so).

        On February 20, 1998, the Company entered into an agreement whereby the
Company guarantees certain indebtedness and liquidity facilities of Newcourt and
Newcourt Credit Group USA Inc. (the "Newcourt Guarantee"). This debt is used by
Newcourt for general operating purposes. As of February 28, 1998, the Company
guarantee of such debt was $1.4 billion (C$2.0 billion).

                                        1







<PAGE>



        The Newcourt Guarantee, ranks pari passu to the liabilities of the
Company. As disclosed in the Trust's registration statement filed on Form S-3 in
October 1996, the Company guaranteed, on a subordinate basis the Trust's
distributions (the "Trust Guarantee"). The Trust Guarantee ranks subordinate and
junior to all other liabilities of AT&T Capital. Thus, the Trust Guarantee ranks
subordinate to the Newcourt Guarantee.

        The ownership of the Trust Preferred Securities was not affected by the
Newcourt Acquisition and related transactions.

        For additional information regarding the description of the Trust, see
the Trust's Prospectus dated October 22, 1996 comprising a portion of the
Registration Statement on Form S-3 (No. 333-11243) filed by the Trust with the
Securities and Exchange Commission, which is incorporated by reference herein.

ITEM 2.  PROPERTIES

        The Trust owns no physical properties.

ITEM 3.  LEGAL PROCEEDINGS

        The Trust has no pending legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

        No matter has been submitted to a vote of the holders of the Trust
Preferred Securities through the solicitation of proxies or otherwise.

                                        2







<PAGE>



                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

        There is no established public trading market for the Trust Preferred
Securities. As of March 20, 1998 there were 114 holders of record.

ITEM 6.SELECTED FINANCIAL DATA

        The Results of Operations Data as well as the Balance Sheet Data are
derived from the Financial Statements of the Trust at such date and for such
period, which have been audited by Arthur Andersen LLP, independent public
accountants for 1997 and Coopers & Lybrand L.L.P., independent accountants for
1996.

    Results of Operations Data

                                 For the Year            For the Period
                                     Ended              August 29, 1996 to
                               December 31, 1997        December 31, 1996

    Total Revenues                $ 18,680,000           $  3,425,000
    Total Distributions           $ 18,680,000           $  3,425,000

 Balance Sheet Data            December 31, 1997         December 31, 1996

    Total Assets                  $206,186,000           $206,186,000
    Total Shareowners' Equity     $206,186,000           $206,186,000


                                        3







<PAGE>




ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

Results of Operations and Changes in Cash Flows

        On October 25, 1996, Capita Preferred Trust (the "Trust") issued $200
million of Trust Originated Preferred Securities (the "Trust Preferred
Securities") to the public (the "Offering"). The Trust invested the Offering
proceeds and $6.2 million of proceeds from the issuance of Trust common
securities to AT&T Capital Corporation (the "Company"), in Partnership
Preferred Securities of its affiliate, Capita Preferred Funding L.P. (the
"Partnership"). The Trust and the Partnership are consolidated subsidiaries of
the Company. The Partnership, in turn, used proceeds from the issuance of
Partnership Preferred Securities to invest primarily in 20-year debentures of
the Parent and two wholly-owned subsidiaries of the Company (the "Debentures").

        During 1997 and 1996, holders of the 8,000,000 shares outstanding of
Trust Preferred Securities were paid the required quarterly cash distributions
totaling $18.7 million and $3.4 million, respectively (annual fixed rate of
9.06%). On those same quarterly distribution dates, the Trust also received
quarterly distributions totaling $18.7 million and $3.4 million, for 1997 and
1996, respectively (annual rate of 9.06%) from the Partnership relating to the
Trust's $206.2 million limited partnership interest in the Partnership.

                                        4







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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                             CAPITA PREFERRED TRUST
                                 BALANCE SHEETS
                             (dollars in thousands)

                                                     As of December 31,
                                                  1997               1996
                                                  ----               ----
ASSET - Limited partnership interest
    in Partnership                              $206,186           $206,186
                                                ========           ========

SHAREOWNERS' EQUITY:
    Trust Preferred Securities -
      authorized, issued and outstanding
      8,000,000 shares, $25 liquidation
      value                                      200,000            200,000
  Trust Common Securities -
   $25 liquidation value                           6,186              6,186
                                                --------           --------
Total Shareowners' Equity                       $206,186           $206,186
                                                ========           ========


The accompanying notes are an integral part of these Financial Statements.


                                        5







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                             CAPITA PREFERRED TRUST
                              STATEMENTS OF INCOME
                             (dollars in thousands)

                                             For The Year      For The Period
                                                Ended          August 29, 1996
                                             December 31,      To December 31,
                                                1997               1996
                                            -------------     ----------------

REVENUES - Distributions on Partnership
  Preferred Securities                         $18,680            $  3,425
                                               -------            --------

Net income                                     $18,680            $  3,425
                                               =======            ========


The accompanying notes are an integral part of these Financial Statements.

                                        6







<PAGE>



                             CAPITA PREFERRED TRUST
                  STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
                             (dollars in thousands)

                                             For The Year       For The Period
                                                Ended           August 29, 1996
                                             December 31,       To December 31,
                                                 1997                 1996
                                            -------------       ---------------


PREFERRED SECURITIES:

  Balance at beginning of period               $ 200,000             $       0
        Securities issued                              0               200,000
                                               ---------             ---------
    Balance at end of period                     200,000               200,000
                                               ---------             ---------

COMMON SECURITIES:
    Balance at beginning of period                 6,186                     0
      Securities issued                                0                 6,186
                                               ---------             ---------
    Balance at end of period                       6,186                 6,186
                                               ---------             ---------

RETAINED EARNINGS:
    Balance at beginning of period                     0                     0
        Net Income                                18,680                 3,425
        Less:
            Preferred distributions              (18,120)               (3,322)
            Common distributions                    (560)                 (103)
                                               ---------             ---------
        Total distributions                      (18,680)               (3,425)
                                               ---------             ---------
    Balance at end of period                           0                     0
                                               ---------             ---------

Total Shareowners' equity                      $ 206,186             $ 206,186
                                               =========             =========



The accompanying notes are an integral part of these Financial Statements.

                                        7







<PAGE>



                             CAPITA PREFERRED TRUST
                            STATEMENTS OF CASH FLOWS
                             (dollars in thousands)

                                              For The Year     For The Period
                                                 Ended         August 29, 1996
                                              December 31,    To December 31,
                                                 1997              1996
                                              ------------    --------------

CASH FLOW FROM OPERATING ACTIVITIES:

Net Income                                      $  18,680        $   3,425
                                                ---------        ---------
Net Cash provided by Operating activities          18,680            3,425
                                                ---------        ---------


CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Limited Partnership Preferred
  Securities                                            0         (206,186)
                                                ---------        ---------
Net Cash used for Investing Activities                  0         (206,186)
                                                ---------        ---------

CASH FLOW FROM FINANCING ACTIVITIES:

Payment of distributions                          (18,680)          (3,425)
Issuance of Trust Preferred Securities                  0          200,000
Issuance of Trust Common Securities                     0            6,186
                                                ---------        ---------
Net Cash provided by Financing
 activities                                       (18,680)         202,761
                                                ---------        ---------

Net change in cash and cash equivalents                 0                0

Cash and cash equivalents at beginning
  of period                                             0                0
                                                ---------        ---------
Cash and cash equivalents at end
 of period                                      $       0        $       0
                                                =========        =========



The accompanying notes are an integral part of these financial statements.

                                        8







<PAGE>


                             CAPITA PREFERRED TRUST
                        NOTES TO THE FINANCIAL STATEMENTS

1.   Description of the Trust

               Capita Preferred Trust (the "Trust") was established as a
Delaware statuatory business trust for the purpose of issuing 9.06% Trust
Originated Preferred Securities (the "Trust Preferred Securities"). On October
25, 1996 the Trust issued $200 million of Trust Preferred Securities to the
public (the "Offering"). The Trust invested the proceeds received from the
Offering and the issuance of $6.2 million common securities to AT&T Capital
Corporation (the "Company") (the "Trust Common Securities") in exchange for
Partnership Preferred Securities of its affiliate, Capita Preferred Funding L.P.
(the "Partnership"). The Trust and the Partnership are consolidated subsidiaries
of the Company. The Partnership, in turn, used proceeds from the issuance of the
Partnership Preferred Securities and a Company capital contribution to invest
primarily in 20-year debentures of the Company and two wholly-owned subsidiaries
of the Company (the "Debentures"). Payments in respect to the Debentures issued
by the Company's subsidiaries have been guaranteed, on a subordinated basis, by
the Company.

        On January 12, 1998, all of the Company's outstanding shares of common
stock were purchased by Newcourt Credit Group Inc., an Ontario corporation
("Newcourt") in a transaction accounted for under the purchase method of
accounting (the "Newcourt Acquisition"). The Company currently is an indirect
wholly-owned subsidiary of Newcourt.

        On February 9, 1998, the Company and Newcourt entered into a support
agreement (the "Newcourt Support Agreement"). The Newcourt Support Agreement
requires Newcourt to own a majority of the outstanding shares of common stock of
the Company, to cause the Company and its subsidiaries to have a consolidated
tangible net worth of at least $1.00 and to provide funds to the Company (upon
the request of the Company) sufficient to enable the Company to make timely
payments of principal and interest payments on its debt for borrowed money (if
the Company is unable to do so).

        On February 20, 1998, the Company entered into an agreement whereby the
Company guarantees certain indebtedness and liquidity facilities of Newcourt and
Newcourt Credit Group USA Inc. (the "Newcourt Guarantee"). This debt is used by
Newcourt for general operating purposes. As of February 28, 1998, the Company
guarantee of such debt was $1.4 billion (C$2.0 billion).

        The Newcourt Guarantee, ranks pari passu to the liabilities of the
Company. As disclosed in the Trust's registration statement filed on Form S-3 in
October 1996, the Company guaranteed, on a subordinate basis the Trust's
distributions (the "Trust Guarantee"). The Trust Guarantee ranks subordinate and
junior to all other liabilities of AT&T Capital. Thus, the Trust Guarantee ranks
subordinate to the Newcourt Guarantee.

        The ownership of the Trust Preferred Securities was not affected by the
Newcourt Acquisition and related transactions.

                                        9







<PAGE>



2.      Summary of Significant Accounting policies

Principles of Consolidation

        The Trust, as the limited partner of the Partnership, accounts for its
investment in the Partnership under the equity method of accounting.

Revenue Recognition

        Revenue from Partnership distributions are recorded on the accrual
basis. Distributions recorded on the accompanying Statements of Income reflect
the scheduled quarterly distribution payable on the Partnership Preferred
Securities at a rate per annum of 9.06%.

Cash and Cash Equivalents

        The Trust considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. The Trust's cash is
held by a New York money center bank, in a demand deposit account.

Use of Estimates

        The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements, and revenues and expenses during the period reported. Actual results
could differ from those estimates.

Administrative Cost

        All costs and expenses of the Trust are paid by the Company.

3.      Administration of the Trust

        Pursuant to the Trust's declaration of trust (the "Declaration of
Trust"), there are four trustees (the "Trustees"). Two of the Trustees (the
"Regular Trustees") are individuals who are employees or officers of or who are
affiliated with the Company. The third trustee, The First National Bank of
Chicago, N.A., is indenture trustee for purposes of compliance with the
provisions of the Trust Indenture Act (the "Property Trustee"). The fourth
trustee, First Chicago Delaware Inc., maintains its principal place of business
in the State of Delaware (the "Delaware Trustee"). For purposes of compliance
with the Trust Indenture Act, The First National Bank of Chicago, N.A. also acts
as trustee under the Trust Guarantee (the "Trust Guarantee").

        The Property Trustee holds title to the Partnership Preferred Securities
for the benefit of the holders of the Trust Securities, and the Property Trustee
has the power to exercise all rights, powers and privileges with respect to the
Partnership Preferred Securities under the Amended and Restated Agreement of
Limited Partnership dated August 29, 1996 to be entered into by the Company and
the Trust as the holder of the Partnership Preferred Securities. In addition,
the Property Trustee

                                       10







<PAGE>



maintains exclusive control of a segregated non-interest bearing bank
account to hold all payments made in respect of the Partnership Preferred
Securities for the benefit of the holders of the Trust Preferred Securities. The
Trust Guarantee trustee holds the Trust Guarantee for the benefit of the holders
of the Trust Preferred Securities. The Company, as the holder of all the Trust
Common Securities, has the right to appoint, remove or replace any of the
Trustees and to increase or decrease the number of trustees, provided that the
number of trustees shall be at least three; provided further that at least one
trustee shall be a Delaware Trustee, at least one trustee shall be the Property
Trustee and at least one Trustee shall be a Regular Trustee. The Company has
paid all fees and expenses related to the organization and operations of the
Trust and the Offering and is responsible for all debts and obligations of the
Trust (other than with respect to the Trust Preferred Securities).

        For so long as the Trust Preferred Securities remain outstanding, the
Company covenants (i) to maintain directly 100% ownership of the Trust Common
Securities, (ii) to cause the Trust to remain a statutory business trust and not
to voluntarily dissolve, wind-up, liquidate or be terminated, except as
permitted by the Declaration of the Trust, (iii) to use its commercially
reasonable efforts to ensure that the Trust will not be an "investment company"
for purposes of the Investment Company Act of 1940, as amended, and (iv) to take
no action which would be reasonably likely to cause the Trust to be classified
as an association or a publicly traded partnership taxable as a corporation for
United States federal income tax purposes. See Note 4 for a discussion of Income
Taxes.

4.      Income Taxes

        The Trust is classified for United States (U.S.) federal income tax
purposes as a grantor trust and not as an association taxable as a corporation.
Therefore, the Trust is not a tax paying entity. Accordingly, for U.S. federal
income tax purposes, each holder of Trust Preferred Securities is considered the
owner of an individual interest in the Partnership Preferred Securities held by
the Trust, and each holder is required to include in its gross income its
distributive share of income attributable to the Partnership, which generally is
equal to such holder's allocable share of amounts accrued on the Partnership
Preferred Securities. No amount included in income with respect to the Trust
Preferred Securities is eligible for the corporate dividends-received deduction.

5.      Distributions

        Holders of the 8,000,000 outstanding shares of Trust Preferred
Securities are entitled to receive quarterly cash distributions in arrears at an
annual rate of 9.06% and a liquidation amount of $25 per share. Under the terms
of the Offering, the Company issued an irrevocable guarantee, to the extent the
Trust has funds available therefor, on the distributions, redemption and
liquidation of the Trust Preferred Securities. Distribution will be made on the
Trust Preferred Securities to the extent that the Trust has funds available,
which is dependent on the payment of distributions on the Partnership Preferred
Securities by the Partnership to its limited partner, the Trust. Distributions
on the

                                       11







<PAGE>



Partnership Preferred Securities will be declared and paid only as determined in
the sole discretion of the Company in its capacity as the general partner of the
Partnership. The Partnership's ability to pay such distributions to the Trust is
dependent on the receipt of interest payments on the Debentures.

6.      Financial information of the Partnership

Summarized financial information for the Partnership, accounted for by the
equity method is as follows (dollars in thousands):

                                                        At December 31,
                                               1997                         1996
                                              -----                       -----

Current assets                             $  2,434                    $  2,426
Noncurrent assets                           240,146                      240,146
Partners' Capital                          $242,580                     $242,572


                                     The Year Ended           August 29, 1996 To
                                   December 31,1997            December 31, 1996
                                   ----------------           ------------------

Revenues                                    $21,438                      $ 3,931
Net Income                                  $21,438                      $ 3,931


                                       12







<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

                    ----------------------------------------


To the Trust Preferred Security Holders and Trustees of Capita Preferred Trust:

     We have audited the accompanying balance sheet of Capita Preferred Trust
(the "Trust") as of December 31, 1997, and the related statements of income,
changes in shareowners' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Trust as of December 31,
1997, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

                                       ARTHUR ANDERSEN LLP

New York, New York
March 27, 1998

                                       13







<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

                         ------------------------------


To the Trust Preferred Security Holders and Trustees of Capita Preferred Trust:

     We have audited the balance sheet of Capita Preferred Trust (the "Trust")
at December 31, 1996, and the related statements of income, changes in
shareowners' equity and cash flows for the period August 29, 1996 (Date of
Formation) to December 31, 1996. These financial statements are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Trust at December 31,
1996, and the results of its operations and its cash flows for the period August
29, 1996 to December 31, 1996, in conformity with generally accepted accounting
principles.

                                     COOPERS & LYBRAND L.L.P.

1301 Avenue of the Americas
New York, New York
April 14, 1997

                                       14







<PAGE>



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         On February 12, 1997, the Audit Committee of the Board of Directors
(with the concurrence of the Board of Directors) of the Company dismissed
Coopers & Lybrand L.L.P. as the Company's and Trust's independent public
accountants and appointed Arthur Andersen LLP to serve as the Company's and
Trust's independent accountants for the year 1997. There have been no
disagreements with Coopers & Lybrand L.L.P. on any accounting or financial
disclosure during the past two fiscal years, preceding February 12, 1997.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

        Not applicable as there are no employees of the Trust. The Company pays
all fees and expenses related to the organization and operations of the Trust.

ITEM 11. EXECUTIVE COMPENSATION.

        Not applicable as there are no employees of the Trust. The Company pays
all fees and expenses related to the organization and operations of the Trust.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        Not Applicable.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None, other than as set forth in Items 1, 10 and 11.

                                       15







<PAGE>



                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

        a) Documents filed as a part of the report:

              (1) Financial Statements:
                    - Balance Sheets
                    - Statements of Income
                    - Statements of Changes in Shareowners' Equity
                    - Statements of Cash Flows
                    - Notes to the Financial Statements
                    - Report of Independent Public Accountants

              (2) Financial statement schedules are omitted because the required
                  information is included in the financial statements or notes
                  thereto or because of the absence of condition under which
                  they are required.

              (3) Exhibits:

                  Exhibit Number
                  4.1 Certificate of Trust of the registrant is incorporated by
                  reference to Exhibit 4.1 of the registrant's Registration
                  Statement on Form S-3 [No. 333-11243] filed with the
                  Securities and Exchange Commission.

                  4.2 Form of Amended and Restated Declaration of Trust of the
                  registrant is incorporated by reference to Exhibit 4.2 of the
                  registrant's Registration Statement on Form S-3
                  [No. 333-11243] filed with the Securities and Exchange
                  Commission.

                  4.3 Form of Trust Preferred Securities Guarantee Agreement
                  between AT&T Capital Corporation and The First National Bank
                  of Chicago, N.A., as guarantee trustee incorporated by
                  reference to Exhibit 4.6 of the registrant's Registration
                  Statement on Form S-3 [No. 333-11243] filed with the
                  Securities and Exchange Commission.

                  10(a) AT&T Capital Corporation, Capita Preferred Funding L.P.,
                  Capita Preferred Trust Prospectus dated October 22, 1996 is
                  incorporated by reference to the Registration Statement on
                  Form S-3 (No. 333-11243) dated October 21, 1996 filed with the
                  Securities and Exchange Commission.

                  27   Financial Data Schedule

        b)  Current Reports on Form 8-K:

             None

                                       16







<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                             CAPITA PREFERRED TRUST

                                                    GLENN A. VOTEK
                                                    --------------
                                                By: Glenn A. Votek
                                                    Regular Trustee
March 27, 1998

                                       17