<PAGE> 1
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 4, 1999
PROSPECTUS
$100,000,000
UNION TANK CAR COMPANY
% SENIOR SECURED NOTES DUE 2010
------------------
The notes will bear interest at the rate of % per year. Interest on
the notes is payable on May 1 and November 1 of each year, beginning on November
1, 1999. The notes will mature on , 2010. The Company may redeem
some or all of the notes at any time. The redemption prices are discussed under
the caption "Description of the Notes -- Redemption."
The notes will be senior obligations of the Company and will rank senior to
all of the Company's future subordinated indebtedness. The Company does not have
any subordinated indebtedness as of the date of this prospectus. The notes will
be secured by a first priority lien on certain railway tank cars and other rail
cars of the types used in the Company's business with a total cost of at least
$133,333,333 (133 1/3% of the principal amount of the notes).
------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- ------------
<S> <C> <C>
Public Offering Price 100% $100,000,000
Underwriting Discount % $
Proceeds to the Company (before expenses) % $
</TABLE>
Interest on the notes will accrue from May , 1999 to date of delivery.
------------------
The underwriter is offering the notes subject to various conditions. The
underwriter expects to deliver the notes to purchasers on or about May , 1999.
------------------
SALOMON SMITH BARNEY
May , 1999.
<PAGE> 2
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE
YOU WITH DIFFERENT INFORMATION. THE COMPANY IS NOT MAKING AN OFFER OF THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION PROVIDED BY THE PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where to Find More Information.............................. 2
Incorporation of Certain Documents by Reference............. 2
The Company................................................. 2
Use of Proceeds............................................. 3
Ratio of Earnings to Fixed Charges.......................... 3
Description of the Notes.................................... 3
Underwriting................................................ 8
Legal Opinions.............................................. 9
Experts..................................................... 9
</TABLE>
<PAGE> 3
WHERE TO FIND MORE INFORMATION
Union Tank Car Company (the "Company") has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the notes. This prospectus is a part of the
Registration Statement, but the Registration Statement also contains additional
information and exhibits.
The Company is required to comply with the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and files
annual, quarterly and current reports with the Commission. You may read and copy
the Registration Statement and the reports that the Company files with the
Commission at the Commission's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Please call the Commission's toll-free telephone number at 1-800-SEC-0330
if you need further information about the operation of the Commission's public
reference rooms. The Company's filings with the Commission are also available
from the Commission's Web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows the Company to "incorporate by reference" the
information in documents that it files with the Commission. This means that the
Company can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus and should be read with the same care. Any later information
that the Company files with the Commission prior to the completion of the note
offering will automatically update and supersede that information.
The following documents are incorporated in and made a part of this
prospectus by reference:
- the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; and
- any future documents that the Company files with the Commission
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before
the note offering is completed.
The Company will provide without charge to each person to whom this
prospectus is delivered, upon written request, a copy of any or all documents
incorporated by reference in this prospectus. Requests for such copies should be
directed to the General Counsel and Secretary, Union Tank Car Company, 225 West
Washington Street, Chicago, Illinois 60606, telephone (312) 372-9500.
THE COMPANY
The Company is principally engaged in the leasing of railway tank cars and
other rail cars to United States, Canadian and Mexican manufacturers and other
shippers of chemical products, including liquid fertilizers, petroleum products,
including liquid petroleum gas, food products and bulk plastics. The Company
owns and operates one of the largest fleets of privately-owned railway tank cars
in the world.
The Company, which was incorporated in Delaware in 1980 and is the
successor to a business which was incorporated in New Jersey in 1891 and
reincorporated in Delaware in 1968, is a wholly-owned subsidiary of Marmon
Industrial LLC, a wholly-owned subsidiary of Marmon Holdings, Inc. Substantially
all the stock of Marmon Holdings, Inc. is owned, directly or indirectly, by
trusts for the benefit of certain members of the Pritzker family. In this
prospectus, "Pritzker family" refers to the lineal descendants of Nicholas J.
Pritzker, deceased.
-2-
<PAGE> 4
The Company's principal executive offices are located at 225 West
Washington Street, Chicago, Illinois 60606, and its telephone number is (312)
372-9500.
USE OF PROCEEDS
The Company will use the net proceeds from the sale of the notes to finance
the addition of rail cars to the Company's fleet and for general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company and its subsidiaries for the periods indicated. The ratio of
earnings to fixed charges represents the number of times that interest expense,
amortization of debt discount and the interest component of rent expense were
covered by income before income taxes and cumulative effect of a change in
accounting principle and such interest, amortization and the interest component
of rentals.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
3.23x 2.74x 2.84x 2.41x 2.05x
</TABLE>
DESCRIPTION OF THE NOTES
GENERAL
The notes will be issued under an Indenture and Security Agreement (the
"Indenture") between the Company and The First National Bank of Chicago ("First
Chicago"), as trustee (the "Trustee"). The following description of the notes is
not intended to be complete and is qualified in its entirety by reference to all
of the provisions of the notes and the Indenture.
The notes will rank senior in right of payment to all future subordinated
indebtedness of the Company. The Company does not have any subordinated
indebtedness as of the date of this prospectus. The notes will be secured by a
first priority lien on certain railway tank cars and other rail cars of the type
used in the Company's business.
The notes will be issued in fully registered form only, without coupons, in
denominations of $1,000 or any integral multiple of $1,000.
The Indenture does not contain any financial or operating covenants (except
for covenants relating to the Collateral (as defined below)) or any "event risk"
provisions specifically designed to protect noteholders in the event the Company
incurs substantially more debt in a transaction which may or may not result in a
change of control of the Company.
PAYMENT OF PRINCIPAL AND INTEREST
The principal amount of the notes will be limited to $100,000,000. Interest
will accrue on the notes at the rate indicated on the cover page of this
prospectus from the date of issuance, payable semiannually on May 1 and November
1 in each year, beginning on November 1, 1999, to the holders of record of the
notes as of the business day preceding each payment date. The notes will mature
on , 2010.
REDEMPTION
The Company may at its option redeem all or a portion of the notes at any
time at a price equal to 100% of the principal amount of the notes being
redeemed, together with accrued and unpaid interest, plus a Make-Whole Amount.
-3-
<PAGE> 5
The term "Make-Whole Amount" means, with respect to the principal amount of
any note to be redeemed on any redemption date, the amount to be determined as
of the third business day prior to the applicable redemption date, equal to the
product obtained by multiplying (a) the excess, if any, of (i) the sum of the
present values of all the remaining scheduled payments of principal and interest
from the redemption date to maturity of such note, discounted semi-annually on
each May 1 and November 1 at a rate equal to the Treasury Rate plus %, based
on a 360-day year of twelve 30-day months, over (ii) the aggregate unpaid
principal amount of such note plus any accrued but unpaid interest thereon by
(b) a fraction the numerator of which is the principal amount of such note to be
redeemed on such redemption date and the denominator of which is the aggregate
unpaid principal amount of such note. The Make-Whole Amount will be calculated
by an independent investment banking institution of national standing appointed
by the Company (an "Independent Investment Banker"). In calculating the
Make-Whole Amount, the Independent Investment Banker will first determine the
Treasury Rate applicable to the note.
"Treasury Rate" means, with respect to calculation of Make-Whole Amount, a
per annum rate (expressed as a semiannual equivalent and as a decimal and, in
the case of United States Treasury bills, converted to a bond equivalent yield),
determined to be the per annum rate equal to the semiannual yield to maturity
for United States Treasury securities maturing on the Average Life Date of such
note, as determined by interpolation between the most recent weekly average
yields to maturity for two series of United States Treasury securities, (A) one
maturing as close as possible to, but earlier than, the Average Life Date of
such note and (B) the other maturing as close as possible to, but later than,
the Average Life Date on such note, in each case as published in the most recent
H.15(519) (or, if a weekly average yield to maturity for United States Treasury
securities maturing on the Average Life Date of such note is reported in the
most recent H.15(519), as published in H.15(519). H.15(519) means "Statistical
Release H.15(519), Selected Interest Rates, or any successor publication,
published by the Board of Governors of the Federal Reserve System. The most
recent H.15(519) means the latest H.15(519) which is published prior to the
close of business on the third business day preceding the scheduled redemption
date. "Average Life Date" means, with respect to a note, the date which follows
the redemption date or, in the case of a note not being redeemed, the date of
such determination, by a period equal to the Remaining Weighted Average Life of
such note. "Remaining Weighted Average Life" means, with respect to any date of
redemption or any date of determination of any note, the number of days equal to
the quotient obtained by dividing (a) the sum of the products obtained by
multiplying (i) the principal amount of such note by (ii) the number of days
from and including the redemption date or date of determination to but excluding
the scheduled payment date of such principal payment by (b) the unpaid principal
amount of such note.
If the Company elects to redeem less than all of the notes, the Trustee is
required to select the notes or portions of the notes to be redeemed pro rata,
by lot or any other method the Trustee deems fair and appropriate. Notices of
redemption will be mailed by first class mail at least 30 days but not more than
60 days before the redemption date to each holder of a note to be redeemed at
its registered address. If any note is going to be redeemed in part only, the
notice of redemption that relates to that note will state the portion of the
principal amount of that note to be redeemed. A new note equal in principal
amount to the unredeemed portion of the original note will be issued in the name
of the noteholder after cancellation of the original note. On and after the
redemption date, interest will not accrue on notes or the portions of notes
called for redemption.
SECURITY
The notes will be secured by a first priority lien on certain railway tank
cars and other rail cars of the types used in the Company's business with a
total cost of at least $133,333,333 (the "Collateral"). None of the Collateral
which will initially secure the notes will have been in use prior to January 1,
1998. For the purpose of determining the cost of any unit of equipment included
in the Collateral which was built by the Company or any of its affiliates,
so-called "car builder's cost" (which includes the cost of labor and material
and overhead, but excludes any manufacturing profit) will be used; otherwise the
actual cost to the Company will be used. Of the Collateral which will initially
secure the notes, all of the tank cars have
-4-
<PAGE> 6
been built by the Company or by a wholly-owned subsidiary of the Company, and
substantially all of the other rail cars have been built by other manufacturers.
The Indenture will contain provisions requiring the Company to record the
Indenture and each supplement to the Indenture, promptly after their execution
and delivery with the Surface Transportation Board of the United States
Department of Transportation and the Registrar General of Canada. The Company
also will be required to take similar actions in all other jurisdictions
required by law or reasonably requested by the Trustee in order to protect the
Trustee's security interest in the Collateral and the rights of the Beneficial
Owners, but the Company will not be required to record in any jurisdiction if
(a) in the opinion of the Company the recording would be too burdensome, and (b)
after giving effect to the failure to record, the Company has done everything
required by law to protect the Trustee's security interest in Collateral with a
Value (defined as the greater of (i) the fair market value of such Collateral
and (ii) the cost thereof less 1/20th of such cost for each year such Collateral
has been in use) of not less than 90% of the Value of all Collateral securing
the notes.
The Indenture allows the use of the Collateral in the Company's business,
including the sublease of the Collateral to others if the terms and conditions
of the Indenture are followed.
MAINTENANCE, RELEASE AND SUBSTITUTION OF COLLATERAL
The Company will be required to maintain and keep the Collateral in good
condition unless and until it becomes worn out, unsuitable for use, lost or
destroyed (a "Casualty Occurrence"). The Indenture will provide that, whenever
Collateral with a Value of $750,000 or 1% of the principal amount of notes then
outstanding, whichever is less, has suffered a Casualty Occurrence, the Company
must either deposit with the Trustee an amount in cash equal to the Value of
that Collateral as of the date of the Casualty Occurrence or deliver to the
Trustee Collateral with a Value at least equal to the Value of the Collateral
that suffered the Casualty Occurrence.
The Indenture will provide for the release by the Trustee of Collateral
upon request of the Company and upon (a) the grant to the Trustee of a lien on
other rail cars (regardless of when first put into use) with a Value at least
equal to the Value of the Collateral to be released or (b) the payment to the
Trustee of an amount of cash at least equal to the Value of the Collateral to be
released. Any cash so deposited (and any cash deposited as provided in the
preceding paragraph) will be paid by the Trustee to the Company if the Company
elects to exchange additional Collateral with a Value at least equal to the
amount of cash to be paid by the Trustee.
RANKING OF THE NOTES
The notes will rank senior in right of payment to all future Subordinated
Indebtedness of the Company. "Subordinated Indebtedness" is defined in the
Indenture as all indebtedness of the Company which is expressly subordinate or
junior in right of payment to the notes.
EVENTS OF DEFAULT AND PROVISIONS RELATING THERETO
Events of Default will be defined in the Indenture as being: default for
more than 10 business days in the payment of interest on the notes; default in
the payment of the principal of the notes or the Make-Whole Amount, if any; any
unauthorized transfer of the Company's rights under the Indenture, continuing as
provided in the Indenture; any unauthorized transfer, sublease or parting with
the possession of any of the Collateral, continuing as provided in the
Indenture; any failure or refusal to perform any other covenant in the Indenture
continuing for a period of 30 days after written notice by the Trustee, or, if
such failure is capable of being remedied, for a period of 60 days after receipt
of such notice so long as the Company is diligently proceeding to remedy such
failure; or certain events of bankruptcy. The appointment of a receiver or
trustee in bankruptcy or reorganization for the Company or for its property will
be deemed to be an unauthorized assignment if, before the exercise of the
remedies of the Trustee under the Indenture, the receiver or trustee has not
been discharged or has not assumed the Company's obligations under the
Indenture. The Indenture will provide that the Trustee will, promptly after the
occurrence of any
-5-
<PAGE> 7
Event of Default known to it, give to noteholders notice of the default.
However, unless the default is the failure to make payments of the principal of
or interest on any of the notes, the Trustee will be protected in withholding
notice if and so long as the Trustee in good faith determines that the
withholding of notice is in the interest of the Beneficial Owners (as defined
below).
In the event of the bankruptcy or reorganization of the Company, the right
of the Trustee to repossess or dispose of the Collateral would be subject to the
provisions of the Bankruptcy Code of 1978, as amended, applicable to industrial
companies generally, and not those provisions applicable to railroads,
particularly Section 1168 thereof.
If an Event of Default occurs, the Trustee or the holders of more than 50%
in aggregate principal amount of the outstanding notes may declare the principal
of the notes and all accrued interest to be due and payable. Subject to certain
conditions, however, any such declaration may be rescinded by the holders of a
majority in principal amount of the outstanding notes after payment by the
Company of all amounts then due otherwise than by acceleration. Before such
declaration, the holders of more than 50% in principal amount of the outstanding
notes may waive any past Event of Default, except an Event of Default in the
payment of the principal of or interest on the notes.
The right of any holder to commence action for any remedy under the
Indenture (except his right to enforce payment of the principal of and interest
on his note when due if such enforcement will not impair the Trustee's title to
the Collateral securing the notes) will be subject to certain conditions
precedent, including a written request by the holders of more than 50% in
principal amount of the outstanding notes to the Trustee to take action, and an
offer to the Trustee of reasonable indemnification against liabilities incurred
by it in so doing.
The Indenture will require the annual filing by the Company with the
Trustee of a certificate stating that there has been no default and that the
Company has complied with the terms of the Indenture.
BOOK-ENTRY REGISTRATION-DTC
The notes will initially be issued in the form of one or more global notes
registered in the name of Cede & Co. ("Cede"), as the nominee of The Depository
Trust Company ("DTC"). No person acquiring an interest in the notes (a
"Beneficial Owner") will be entitled to receive a certificate representing that
person's interest in the notes unless "Certificated Notes" are issued as
described below. Unless Certificated Notes are issued, all references in this
prospectus to actions by noteholders refer to actions taken by DTC upon
instructions from DTC Participants (as defined below), and all references to
distributions, notices, reports and statements to noteholders refer, as the case
may be, to distributions, notices, reports and statements to DTC or Cede, as the
registered holder of the notes, or to DTC Participants for distribution to
Beneficial Owners in accordance with DTC procedures.
DTC has advised the Company and Salomon Smith Barney that DTC is a limited
purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to Section 17A of the Exchange Act. DTC was created to hold
securities for its participants ("DTC Participants") and to facilitate the
clearance and settlement of securities transactions between DTC Participants
through electronic book-entries, thereby eliminating the need for physical
movement of certificates. DTC Participants include securities brokers and
dealers (including Salomon Smith Barney), banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to others such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a DTC Participant either directly or indirectly
("Indirect Participants").
Beneficial Owners that are not DTC Participants or Indirect Participants
but want to purchase, sell or otherwise transfer ownership of, or other
interests in, notes may do so only through DTC Participants and Indirect
Participants. In addition, Beneficial Owners will receive all payments of
principal and interest from the Trustee through DTC Participants or Indirect
Participants, as the case may be. Under a book-
-6-
<PAGE> 8
entry format, Beneficial Owners may experience some delay in their receipt of
payments because payments will be forwarded by the Trustee to Cede, as nominee
for DTC. DTC will forward those payments to DTC Participants, which then will
forward them to Indirect Participants or Beneficial Owners, as the case may be,
in accordance with customary industry practices. The forwarding of these
distributions to the Beneficial Owners will be the responsibility of the DTC
Participants. The only "holder," as that term is defined in the Indenture, will
be Cede, as nominee of DTC. Beneficial Owners will not be recognized by the
Trustee as holders, and Beneficial Owners may exercise the rights of holders
only indirectly through DTC and DTC Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
notes among DTC Participants on whose behalf it acts with respect to the notes
and to receive and transmit payments of principal of and interest on the notes.
DTC Participants and Indirect Participants with which Beneficial Owners have
accounts with respect to the notes similarly are required to make book-entry
transfers and receive and transmit such payments on behalf of their respective
Beneficial Owners. Accordingly, although Beneficial Owners will not possess
notes, the Rules provide a mechanism by which Beneficial Owners will receive
payments and will be able to transfer their interests in the notes.
Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect Participants or Beneficial Owners, as the case may be, the
ability of a Beneficial Owner to pledge notes to persons or entities that do not
participate in the DTC system, or to otherwise act with respect to such notes,
may be limited due to the lack of a physical certificate for such notes.
DTC has advised the Company that it will take any action permitted to be
taken by a holder under the Indenture only at the direction of one or more DTC
Participants to whose accounts with DTC the notes are credited, which DTC
Participants represent the percentage interest of the Trust necessary to provide
such direction under the Indenture. Additionally, DTC may take conflicting
actions with respect to an undivided interest held by a DTC Participant if it is
directed to do so by that DTC Participant as a result of instructions from
various Beneficial Owners.
Neither the Company nor the Trustee will have any liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests of the notes held by Cede, as nominee for DTC, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
CERTIFICATED NOTES
The notes will be issued in fully registered, certificated form
("Certificated Notes") to Beneficial Owners or their nominees, rather than to
DTC or its nominees, only if (i) the Company advises the Trustee in writing that
DTC (or its successor) is no longer willing or able to discharge properly its
responsibilities as depository with respect to the notes and the Trustee or the
Company is unable to locate a qualified successor, (ii) the Company, at its
option, elects to terminate the book-entry system through DTC (or its successor)
or (iii) after an Event of Default has occurred, Beneficial Owners representing
a total percentage interest in the outstanding notes of at least a majority
advise the Trustee through DTC in writing that the continuation of a book-entry
system through DTC (or its successor) is no longer in the Beneficial Owners'
best interest.
If any event described in the immediately preceding paragraph occurs, the
Trustee will be required to notify all Beneficial Owners through DTC
Participants of the availability of Certificated Notes. After surrender by DTC
of the certificates representing the notes and receipt of instructions for
re-registration, the Trustee will reissue the notes as Certificated Notes to
Beneficial Owners or their nominees.
Payment of interest on the notes will be made by the Trustee directly to
holders of Certificated Notes following the procedures set forth in the
Indenture. These payments will be made by check mailed to the address of the
holder listed on the register maintained by the Trustee. The final payment of
principal and
-7-
<PAGE> 9
interest on any note, however, will be made only after presentation and
surrender of the note at the office or agency specified in the notice of final
payment to holders of notes.
Certificated Notes will be freely transferable and exchangeable at the
office of the Trustee after compliance with the requirements of the Indenture.
No fee will be charged for any registration of transfer or exchange, but holders
will be required to pay any tax or other governmental charge relating to the
transfer or exchange.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the notes will be required to be made in immediately
available funds. All payments of principal of and interest on the notes made by
the Company will be in immediately available funds and will be paid to DTC in
immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. Secondary trading in
securities such as the notes is generally settled in immediately available
funds. The notes will trade in DTC's Same-day Funds Settlement System, and
secondary market trading activity in the notes will therefore be required by DTC
to settle in immediately available funds.
CONCERNING THE TRUSTEE
First Chicago will be the Trustee.
First Chicago serves as trustee for various equipment trust certificates
issued by the Company. First Chicago also provides customary banking services,
including commercial credit facilities and standby letters of credit to the
Company and certain of its affiliates. In 1998, the Company entered into a sale-
leaseback transaction with a trust for the benefit of a subsidiary of First
Chicago in which the Company sold to and leased back from the trust
approximately $130,000,000 in rail cars. In 1992, the Company entered into a
sale-leaseback transaction with a trust for the benefit of, among others, a
subsidiary of Banc One Corporation, First Chicago's parent. In that transaction,
the Company sold to and leased back from the trust approximately $118,000,000 in
rail cars.
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement
dated the date of this prospectus, Salomon Smith Barney Inc. (the "Underwriter")
has agreed to purchase, and the Company has agreed to sell to the Underwriter,
all of the notes being offered.
The Underwriting Agreement provides that the obligation of the Underwriter
to purchase the notes included in this offering is subject to the approval of
certain legal matters by counsel and to certain other conditions. The
Underwriter is obligated to purchase all the notes if it purchases any of the
notes.
The Underwriter proposes to offer some of the notes directly to the public
at the public offering price set forth on the cover page of this prospectus and
some of the notes to certain dealers at the public offering price less a
concession not in excess of % of the principal amount of the notes. The
Underwriter may allow, and those dealers may reallow, a concession not in excess
of % of the principal amount of the notes on sales to certain other
dealers. After the initial offering of the notes to the public, the public
offering price and such concessions may be changed by the Underwriter.
The Company has agreed to indemnify the Underwriter and the Underwriter has
agreed to indemnify the Company against certain liabilities, including
liabilities under the Securities Act.
The Company does not intend to list the notes on any national securities
exchange. The Underwriter has advised the Company that it currently intends to
make a market in the notes. However, it is not required to do so and any
market-making activities may be discontinued at any time without notice. In
addition, any market-making activities will be subject to the limits imposed by
the Securities Act and the
-8-
<PAGE> 10
Exchange Act. Therefore, no assurance can be given as to the liquidity of or the
trading market for the notes.
LEGAL OPINIONS
The validity of the notes is being passed upon for the Company by Neal,
Gerber & Eisenberg, Chicago, Illinois, and for the Underwriter by Mayer, Brown &
Platt, New York, New York.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the Company's
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998, as set forth in their report,
which is incorporated in this prospectus by reference. The Company's
consolidated financial statements are incorporated by reference in reliance on
their report, given on their authority as experts in accounting and auditing.
-9-
<PAGE> 11
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$100,000,000
UNION TANK CAR COMPANY
% SENIOR SECURED NOTES DUE 2010
------------
PROSPECTUS
MAY , 1999
------------
SALOMON SMITH BARNEY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
