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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) March 4, 1996
GENERAL AMERICAN TRANSPORTATION CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New York 2-54754 36-2827991
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number identification no.)
500 West Monroe Street, Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 621-6200
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ITEM 7. (FINANCIAL STATEMENTS AND EXHIBITS)
The following document is being filed in connection with, and incorporated
by reference into, the Registration Statement on Form S-3 (File No. 33-64697) of
General American Transportation Corporation, declared effective on December 7,
1995.
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EXHIBIT
NUMBER
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<S> <C> <C>
4 -- Form of 6 3/4% Note Due March 1, 2006.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
GENERAL AMERICAN
TRANSPORTATION CORPORATION
March 7, 1996
By: /s/ DONALD J. SCHAFFER
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Donald J. Schaffer
Vice President
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Exhibit 4
If the registered owner of this Note (as indicated below) is The Depository
Trust Company (the "Depository") or a nominee of the Depository, this Note is a
global Note and the following legend is applicable: Unless this certificate is
presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of CEDE & CO., or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, CEDE & CO., has
an interest herein.
No.1 $100,000,000
GENERAL AMERICAN TRANSPORTATION CORPORATION
6 3/4% Note Due March 1, 2006
CUSIP 368836 AC 6
GENERAL AMERICAN TRANSPORTATION CORPORATION, a New York corporation
(herein called the "Company"), for value received, hereby promises to pay to
CEDE & CO. or registered assigns, the principal sum of One Hundred Million
Dollars ($100,000,000) on March 1, 2006 (the "Maturity Date") at the office or
agency of the Company in the Borough of Manhattan, The City of New York, State
of New York, and such other location or locations as may be provided for
pursuant to the Indenture referred to on the reverse hereof, and to pay
interest, semiannually on March 1 and September 1 of each year and on the
Maturity Date (each an "Interest Payment Date"), commencing on September 1,
1996, on said principal sum at the rate of 6 3/4% (six and three-quarters per
centum) per annum from March 4, 1996 until the principal amount hereof becomes
due and payable; provided, however, that any payment of principal or interest
to be made on an Interest Payment Date or on the Maturity Date which is not a
Business Day shall be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or on the Maturity
Date and no additional interest shall accrue as a result of such delayed
payment. The interest so payable, and punctually paid or duly provided for, on
any March 1 or September 1 will be paid to the person in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on
the February 15 or August 15 (whether or not a Business Day) next preceding
such March 1 or September 1, except that the first payment of interest on a
Note originally issued between a regular record date and an Interest Payment
Date will be made on the Interest Payment Date following the next succeeding
regular record date to the registered owner on such regular record date.
Payment of the principal of this Note due at maturity will be paid in
immediately available funds to the registered holder hereof upon presentation
of this Note. Payment of interest on this Note
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due on any other Interest Payment Date will be made by check mailed to the
address of the person entitled thereto as such address shall appear on the
books of the office or agency maintained by the Company where the Notes may be
presented for registration of transfer or for exchange. Any interest not
punctually paid or duly provided for shall be payable as provided in the
Indenture.
Except as otherwise provided in Section 2.15 of the Indenture, this
Note may be transferred, in whole but not in part, only to another nominee of
the Depository or to a successor Depository or to a nominee of such successor
Depository.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.
* * *
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IN WITNESS WHEREOF, General American Transportation Corporation has
caused this instrument to be signed in its name by its duly authorized
officers, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
Dated: March 4, 1996 GENERAL AMERICAN
TRANSPORTATION CORPORATION
By________________________________________
Title_____________________________________
(Corporate Seal)
By________________________________________
Title_____________________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.
The Chase Manhattan Bank
(National Association), as Trustee
By:________________________________________
Authorized Officer
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[REVERSE SIDE OF NOTE]
GENERAL AMERICAN TRANSPORTATION CORPORATION
6 3/4% Note Due March 1, 2006
This Note is one of a duly authorized issue of debentures, notes,
bonds or other obligations of the Company (herein called the "Securities"), of
the series hereinafter specified, all issued or to be issued under and pursuant
to an indenture, dated as of October 1, 1987, duly executed and delivered by
the Company to The Chase Manhattan Bank (National Association), Trustee
(hereinafter called the "Trustee"), as supplemented by a First Supplemental
Indenture, dated as of May 15, 1988, a Second Supplemental Indenture, dated as
of March 15, 1990, a Third Supplemental Indenture, dated as of June 15, 1990,
and a Fourth Supplemental Indenture, dated as of January 15, 1996, each between
the Company and the Trustee (as so supplemented, the "Indenture") to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may
be subject to different redemption provisions, if any, may be subject to
different sinking, purchase or analogous funds, if any, and may otherwise vary
as in the Indenture provided. This Note is one of a series designated as "6
3/4% Notes Due March 1, 2006" of the Company, limited in aggregate principal
amount to $100,000,000. References herein to "Note" or "Notes" shall mean the
Notes of said 6 3/4% Notes Due March 1, 2006.
Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months.
The Notes are not redeemable prior to the Maturity Date and are not
subject to any sinking fund.
In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof and
any accrued interest hereon may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the written consent of the holders of a majority in principal
amount of the Securities at the time outstanding of all series to be affected
(with each series voting as a class), evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or any
supplemental indenture or modifying in any manner the rights of the holders of
the Securities
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of each such series; provided, however, that no such supplemental indenture
shall (i) change the maturity of any Security or the principal amount thereof,
the rate of or the time of payment of any interest on any Security, reduce any
premium payable upon the redemption thereof, waive a Default in the payment of
the principal of or interest on any Security, make any Security payable in
money other than that stated therein, make any change in respect of the
percentage of Securities of any series, the consent of the holders of which is
required to waive an existing Default, or impair or affect the right of any
holder to bring suit for the payment thereof, or (ii) reduce the aforesaid
percentage of Securities of any series, the consent of the holders of which is
required for any such supplemental indenture, without the consent of the holder
of each Security affected. It is also provided in the Indenture that, with
respect to certain Defaults regarding the Securities of any series, the holders
of a majority in aggregate principal amount of the Securities of such series at
the time outstanding may on behalf of the holders of all of the Securities of
such series waive any past Default and its consequences, except a Default in
the payment of the principal of or interest on any of the Securities. Any such
consent or waiver by the holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Note and of any Note which may be issued upon the
registration for transfer hereof or in exchange or substitution herefor,
irrespective of whether or not any notation or such consent or waiver is made
upon this Note or such other Note.
No reference herein to the Indenture and no reference to any provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and at the rate
herein prescribed.
The Notes are issuable in registered form without coupons in the
minimum denomination of $1,000 and integral multiples thereof. Notes may be
exchanged by the holder hereof without charge except for any tax or other
governmental charge imposed in connection therewith, for a like aggregate
principal amount of Notes of other authorized denominations in the manner and
subject to the limitations provided in the Indenture at the office or agency to
be maintained by the Company in The City of New York, State of New York, or at
such other location or locations as may be provided for in the Indenture.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in The City of New York, State of New York, one
or more new Notes of authorized denominations, for an equal aggregate principal
amount, will be issued to the transferee in exchange therefor subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, any paying agent and the security registrar may deem
and treat the registered holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of, or
on account of, the principal hereof, and, subject to the provisions
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on the face hereof, interest hereon, and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any security registrar
shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer, director
or employee, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
All capitalized terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them therein.
This Note shall be governed and construed in accordance with the laws
of the State of New York.
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
____________________________________________________________
____________________________________________________________
____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________ attorney to transfer said Note on
the books of the Company, with full power of substitution in the premises.
Dated: _________________________________
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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