SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 1997
GATX CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1661392
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Four Embarcadero Center
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 955-3200
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 3 Pages
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS
On October 14, 1997, GATX Capital Corporation (the "Company") entered into
a Third Supplemental Indenture dated as of October 14, 1997 (the "Third
Supplemental Indenture") with The Chase Manhattan Bank, as Trustee, that
supplements and amends an Indenture dated as of July 31, 1989, as supplemented
and amended by a Supplemental Indenture dated as of December 18, 1991 and a
Second Supplemental Indenture dated as of January 2, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Indenture dated as of July 31, 1989 between GATX Capital Corporation
(formerly named GATX Leasing Corporation) and The Chase Manhattan
Bank, as Trustee (incorporated by reference to Exhibit 4(a) to the
Company's Form S-3 Registration Statement No.33- 30300).
4.2 Supplemental Indenture dated as of December 18, 1991 between GATX
Capital Corporation and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4(b) to the Company's Form S-3
Registration Statement No.33-64474).
4.3 Second Supplemental Indenture dated as of January 2, 1996 between
GATX Capital Corporation and The Chase Manhattan Bank, as Trustee.
4.4 Third Supplemental Indenture dated as of October 14, 1997 between
GATX Capital Corporation and The Chase Manhattan Bank, as Trustee.
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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 hereunto duly authorized.
GATX CAPITAL CORPORATION
Dated: October 15, 1997 By: /s/ Michael E. Cromar
----------------------------------
Name: Michael E. Cromar
Title: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
GATX CAPITAL CORPORATION
Current Report on Form 8-K
Exhibit No. Description Page No.
- ----------- ----------- --------
4.1 Indenture dated as of July 31, 1989 between GATX
Capital Corporation (formerly named GATX Leasing
Corporation) and The Chase Manhattan Bank, as
Trustee (incorporated by reference to Exhibit 4(a)
to the Company's Form S-3 Registration Statement
No.33-30300).
4.2 Supplemental Indenture dated as of December 18,
1991 between GATX Capital Corporation and The Chase
Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4(b) to the Company's Form S-3
Registration Statement No.33-64474).
4.3 Second Supplemental Indenture dated as of January
2, 1996 between GATX Capital Corporation and The
Chase Manhattan Bank, as Trustee.
4.4 Third Supplemental Indenture dated as of October
14, 1997 between GATX Capital Corporation and The
Chase Manhattan Bank, as Trustee.
Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE is entered into as of January 2, 1996 by
and between GATX CAPITAL CORPORATION, a Delaware corporation (formerly GATX
Leasing Corporation) (the "Company") having its principal office at Four
Embarcadero Center, San Francisco, CA 94111 and THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), a national banking association (the "Trustee"), amending
and supplementing the indenture dated as of July 31, 1989, as amended and
supplemented by that supplemental indenture dated as of December 18, 1991
(collectively the "Indenture").
RECITALS OF THE COMPANY:
The Company has duly authorized the execution and delivery of this
Supplemental Indenture, and all things necessary to make this Supplemental
Indenture a valid agreement of the Company have been done. This Supplemental
Indenture is entered into pursuant to Section 9.1(d) of the Indenture, to change
or eliminate any provision of the Indenture, provided that such change or
elimination does not apply to any Security Outstanding.
NOW, THEREFORE, this Supplemental Indenture witnesseth that it is
mutually covenanted and agreed that the final sentence of Section 10.6 shall be
amended in its entirety and restated to read as follows:
"For purposes of this Section with respect to Securities of
the series entitled Medium Term Notes -- Series A, Medium Term Notes
-- Series B and Medium Term Notes -- Series C, which constitute all
Securities Outstanding as of the date hereof, the term 'Net Tangible
Assets' shall mean the excess of total assets over total liabilities
as shown on the Company's latest consolidated balance sheet prepared
in accordance with generally accepted accounting principles, minus
intangible assets. For purposes of this Section with respect to all
Securities other than
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such series, the term 'Net Tangible Assets' at any date shall mean
the total assets of the Company as they appear on the most recently
prepared consolidated balance sheet as of the end of a fiscal
quarter, less (i) all liabilities shown on such consolidated balance
sheet that are classified and accounted for as current liabilities
or that otherwise would be considered current liabilities under
generally accepted accounting principles and (ii) all assets shown
on such consolidated balance sheet that are classified and accounted
for as intangible assets of the Company or that otherwise would be
considered intangible assets under generally accepted accounting
principles, including, without limitation, franchises, patents and
patent applications, trademarks, brand names and goodwill."
This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
GATX CAPITAL CORPORATION
By /s/ George R. Prince
------------------------------
George R. Prince
Vice President and Treasurer
[Seal]
Attest /s/ Marty M. Linne
------------------------------
Marty M. Linne
Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Trustee
By /s/ Valerie Dunbar
------------------------------
Valerie Dunbar
Vice President
[Seal]
Attest /s/ Janet Robinson
------------------------------
Name Janet Robinson
Title Assistant Secretary
Exhibit 4.4
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE is entered into as of October 14,
1997 by and between GATX CAPITAL CORPORATION, a Delaware corporation (formerly
GATX Leasing Corporation) (the "Company") having its principal office at Four
Embarcadero Center, San Francisco, CA 94111, and THE CHASE MANHATTAN BANK, a New
York banking corporation (the "Trustee"), amending and supplementing the
Indenture dated as of July 31, 1989, as amended and supplemented by a
Supplemental Indenture dated as of December 18, 1991 and by a Second
Supplemental Indenture dated as of January 2, 1996 (the "Indenture").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Third Supplemental Indenture, and all things necessary to make this Third
Supplemental Indenture a valid agreement of the Company have been done. This
Third Supplemental Indenture is entered into pursuant to Sections 9.1(g) and (j)
of the Indenture.
NOW, THEREFORE, this Third Supplemental Indenture witnesseth that it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders, as follows:
1. The definition of "Trust Indenture Act" as set forth in Section
1.1 of the Indenture shall be amended in its entirety and restated to read as
follows:
""Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended."
2. Section 6.8 of the Indenture shall be amended and restated in its
entirety to read as follows:
"Disqualifications; Conflicting Interests. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture."
3. Paragraph (i) of Section 6.10(d) shall be amended and restated in
its entirety to read as follows:
"(i) the Trustee shall fail to comply with Section 6.8 after written
request therefor by the Company or by any Holder of a Security who has been a
bona fide Holder of a Security for at least six months, or"
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This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
GATX CAPITAL CORPORATION
By: /s/ Michael E. Cromar
--------------------------------
Name: Michael E. Cromar
Title: Vice President and
Chief Financial Officer
[Seal]
Attest: /s/ Marty M. Linne
--------------------------------
Name: Marty M. Linne
Title: Assistant Secretary
THE CHASE MANHATTAN BANK, as
Trustee
By: /s/ James P. Freeman
--------------------------------
Name: James P. Freeman
Title: Assistant Vice President
[Seal]
Attest: /s/ Gregory P. Shea
--------------------------------
Name: Gregory P. Shea
Title: Senior Trust Officer
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STATE OF CALIFORNIA )
) ss.
County of San Francisco )
On the 14th day of October, 1997, before me personally came Michael
E. Cromar, to me known, who, being by me duly sworn, did depose and say that he
is Vice President and Chief Financial Officer of GATX CAPITAL CORPORATION, a
Delaware corporation, one of the persons described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporation's seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.
/s/ Anne L. Stevens
--------------------------------
Notary Public
[NOTARIAL SEAL]
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STATE OF NEW YORK )
) ss.
County of Kings )
On the 14th day of October, 1997, before me personally came James P.
Freeman, to me known, who, being by me duly sworn, did depose and say that he is
Assistant Vice President of The Chase Manhattan Bank, one of the persons
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such
corporation's seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
/s/ Emily Fayan
----------------------------
Notary Public
[NOTARIAL SEAL]
