AT&T Capital Announces Amendment To Merger Agreement

Business Wire, August 19, 1996

MORRISTOWN, N.J.--(BUSINESS WIRE)--Aug. 19, 1996--AT&T Capital Corporation (NYSE - TCC) today announced that its board of directors, on a recommendation of a special committee of the board (composed entirely of independent directors), approved an amendment to the merger agreement, dated June 5, 1996, among the company, AT&T and certain subsidiaries of GRS Holding Company Ltd. The amendment provides that the closing date for the merger will be the later of 1) October 1, 1996 (as opposed to September 17, 1996, as provided in the merger agreement) and 2) the first business day on which all the conditions to closing, as set forth in the merger agreement, have been satisfied or waived. An October 1 closing date would be aligned with the company's normal quarter-end book close process. The latest date of closing, October 31, 1996, as originally stated in the merger agreement, remains unchanged.

The amendment further provides that the buyer has the option to postpone the closing to a date no later than October 31, 1996 even if all closing conditions are satisfied before then. In the event of such a postponement, the buyer shall pay the company's shareowners interest on the $45 per share purchase price calculated at LIBOR plus 0.50 percent, retroactive to September 18, 1996, and through (but excluding) the closing date.

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