<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-34879
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 17, 1997)
$350,000,000
GATX CAPITAL CORPORATION
$225,000,000 6 1/2% NOTES DUE 2000
$125,000,000 6 7/8% NOTES DUE 2004
[GATX LOGO]
The 6 1/2% Notes due 2000 (the "6 1/2% Notes") of GATX Capital Corporation
("GATX Capital" or the "Company") will mature on November 1, 2000, and the
6 7/8% Notes due 2004 (the "6 7/8% Notes" and, together with the 6 1/2% Notes,
the "Notes") of the Company will mature on November 1, 2004. Interest on the
Notes will be payable semi-annually on November 1 and May 1 of each year
commencing May 1, 1998. The Notes are not subject to a call for redemption prior
to maturity and are not subject to any sinking fund.
The Notes will be represented by one or more Global Notes registered in the name
of the nominee of The Depository Trust Company, as Depositary. Beneficial
interests in the Global Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the Depositary and its
participants. Except as described herein, Notes in definitive form will not be
issued. Settlement for the Notes will be made in immediately available funds.
The Notes will trade in the Depositary's Same-Day Funds Settlement System, and
secondary market trading activity in the Notes will therefore settle in
immediately available funds. See "Description of Notes -- Book-Entry System" and
"-- Same-Day Settlement and Payment."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT COMPANY(1)(2)
<S> <C> <C> <C>
Per 6 1/2% Note.................................. 100.000% .350% 99.650%
Total............................................ $225,000,000 $787,500 $224,212,500
Per 6 7/8% Note.................................. 99.752% .625% 99.127%
Total............................................ $124,690,000 $781,250 $123,908,750
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from October 27, 1997 to the date of
delivery.
(2) Before deducting expenses payable by the Company estimated to be $344,000.
The Notes are offered, subject to receipt and acceptance by the Underwriters, to
prior sale and the Underwriters' right to reject any order in whole or in part
and to withdraw, cancel or modify the offer without notice. It is expected that
delivery of the Notes will be made in book-entry form through the facilities of
The Depository Trust Company on or about October 27, 1997.
SALOMON BROTHERS INC
CHASE SECURITIES INC.
UBS SECURITIES
The date of this Prospectus Supplement is October 22, 1997.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
FORWARD-LOOKING STATEMENTS
Certain statements contained herein and in the Prospectus constitute
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Words such as "expects," "intends," "plans," "projects," "believes,"
"estimates," and similar expressions are used to identify such forward-looking
statements. Although the Company believes that the expectations reflected in
such statements are based on reasonable assumptions, such statements are subject
to risks and uncertainties, and could cause results to differ materially from
those projected.
S-2
<PAGE> 3
THE COMPANY
GATX Capital is a diversified global financial services company which
provides asset-based financing for transportation, information technology and
industrial equipment. The Company's strategy is to invest in and manage assets
by combining its asset knowledge, transaction-structuring capabilities and
portfolio management expertise to control assets with significant upside
potential. GATX Capital and its subsidiaries actively invest in a wide variety
of assets. These investments are made through a variety of financing
instruments, primarily leases and loans, either for the Company's own account or
through partnerships and joint ventures. The Company actively manages its
existing portfolio of investments as well as those of institutional investors
and several joint ventures and partnerships in which it participates. Key
strategic partners include a cross section of domestic and international
commercial banks, insurance companies and large industrial companies and
manufacturers. Additionally, the Company arranges secured financing for others.
The Company also sells computer network technology equipment and provides
technical service on the equipment it sells.
All common and preferred stock of the Company is owned by GATX Corporation
("GATX") through a wholly owned subsidiary. GATX founded the Company as GATX
Leasing Corporation, a Delaware corporation, in 1968 to own, sell and finance
equipment independent of GATX's own specialized equipment activities. Since that
time, the Company has developed a portfolio of earning assets diversified across
industries and equipment classifications. The Company's primary business groups
are Air, Rail, Technology Services, Corporate Finance and Diversified Portfolio.
At June 30, 1997, the Company's investment portfolio of approximately $1.8
billion, before reserves, consisted of commercial jet aircraft (34%), railroad
equipment (20%), information technology equipment (13%), marine equipment (12%),
warehouse and production equipment (10%), golf courses and equipment (4%) and
other equipment (7%).
GATX Capital had a financial and management interest in 106 aircraft as of
June 30, 1997, and orders and options for an additional 26 aircraft. 98% of the
aircraft portfolio (in investment dollars) is compliant with Stage 3 noise
regulations. GATX Capital also had a financial and management interest in 957
locomotives and 38,130 railcars as of June 30, 1997. The utilization rate on the
operating lease fleet for locomotives and railcars as of such date was
approximately 97% and 96%, respectively.
Except as expressly indicated or unless the context otherwise requires, as
used herein, the term "Company" or "GATX Capital" means GATX Capital Corporation
and its consolidated subsidiaries.
RECENT DEVELOPMENTS
THE PITNEY BOWES TRANSACTION
On August 21, 1997, GATX Capital announced that it had entered into
agreements to invest in a $1.2 billion portfolio of leased assets owned by
Pitney Bowes Credit Corporation ("PBCC"), a wholly owned subsidiary of Pitney
Bowes Inc. (the "Pitney Bowes Transaction"). The Company's investment will total
approximately $460 million in cash, for which it will receive assets valued by
the Company at approximately $280 million and a fifty percent interest in a
joint venture with PBCC that will own assets valued by the Company at
approximately $895 million.
The assets to be owned by the joint venture company will consist of
aircraft equipment (44%), railroad equipment (22%), manufacturing equipment
(13%), trucks and other vehicles (10%), mining equipment (6%) and other
equipment (5%). The joint venture company will be capitalized by the Company's
contribution of certain assets acquired from PBCC and valued by the Company at
approximately $180 million, PBCC's contribution of assets valued by the Company
at approximately $717 million and up to $550 million of loan proceeds
(approximately $539 million of which will be distributed to PBCC).
The Company's investment will be effected through a series of closings, all
of which are expected to occur prior to December 31, 1997. The first closing
took place on September 30, 1997, when the
S-3
<PAGE> 4
Company paid PBCC approximately $193 million for assets primarily consisting of
rail equipment. The equipment acquired in this initial closing will be retained
by the Company and will not be contributed to the joint venture company.
Subsequent closings are subject to the satisfaction of certain conditions,
including, among others, the execution of a definitive agreement with respect to
the contribution of the assets to be held by the joint venture company and the
joint venture company's acquisition of financing on terms reasonably
satisfactory to the Company and PBCC. Although the Company believes that the
Pitney Bowes Transaction will be consummated as described herein, there can be
no assurance that the remaining steps in the Pitney Bowes Transaction will be
completed.
THIRD QUARTER OPERATING RESULTS
On October 21, 1997, the Company reported earnings of $11.8 million for the
three months ended September 30, 1997, which was $7.3 million, or 38%, less than
the comparable quarter in 1996. The difference in quarterly earnings was largely
attributable to historically strong results in the third quarter of 1996 and
one-time expenses incurred by the Company during the third quarter of 1997 in
connection with the Pitney Bowes Transaction and the acquisition during the
quarter of the 20% of Sun Financial Group, Inc. not already owned by the
Company. For the nine months ended September 30, 1997, the Company reported
earnings of $47.7 million, which was $8.6 million, or 22%, greater than the
comparable period in 1996.
Asset remarketing income for the third quarter was $24.4 million, which was
$2.5 million, or 11%, greater than the comparable quarter in 1996. For the nine
month period ended September 30, 1997, the Company reported asset remarketing
income of $76.8 million, which was $34.9 million, or an 83%, increase over the
same period last year. Quarterly earnings may be significantly affected by the
amount of asset remarketing income, which varies from quarter to quarter. The
Company has completed most of the planned asset remarketing for 1997 and, as a
result, expects that its earnings for the fourth quarter may be lower than in
any of the first three quarters of the year.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Notes offered hereby
are estimated to be $348 million. The Company intends to use such proceeds to
repay substantially all of its outstanding commercial paper, which was incurred
to fund the initial closing of the Pitney Bowes Transaction, and other
short-term debt, the total of which stood at approximately $294 million on
October 21, 1997 and all of which bear interest at rates ranging from 5 1/2% to
6%. Additional proceeds will be used for general corporate purposes including,
when due, payments of remaining amounts due in connection with the Pitney Bowes
Transaction. See "Recent Developments." Interim surplus proceeds will be
invested in high grade short-term instruments.
S-4
<PAGE> 5
CAPITALIZATION
The following table sets forth (i) the capitalization of the Company at
June 30, 1997, (ii) adjustments in connection with the Pitney Bowes Transaction,
assuming the $460 million cash investment is financed with the proceeds from the
offering of the Notes and $110 million of short-term borrowings, and (iii) the
pro forma capitalization of the Company at June 30, 1997 assuming the Pitney
Bowes Transaction and related financings were completed as of such date. This
table should be read in conjunction with the Consolidated Financial Statements
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997.
<TABLE>
<CAPTION>
JUNE 30, 1997
---------------------------------------
PITNEY
BOWES PRO FORMA
TRANSACTION AS
ACTUAL ADJUSTMENTS ADJUSTED
-------- ----------- ----------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
DEBT FINANCING:
Commercial paper and bankers' acceptances........... $123,897 $ 110,000 $ 233,897
Notes payable....................................... 38,608 38,608
Obligations under capital leases.................... 10,182 10,182
Senior term notes................................... 805,600 350,000 1,155,600
-------- -------- ----------
Total debt financing........................ $978,287 $ 460,000 $1,438,287
======== ======== ==========
STOCKHOLDER'S EQUITY:
Convertible preferred stock, par value $1, and
additional paid-in capital....................... $125,000 $ 125,000
Common stock, par value $1, and additional paid-in
capital.......................................... 28,960 28,960
Reinvested earnings................................. 209,551 209,551
Foreign currency translation adjustment............. (3,433) (3,433)
Unrealized gain on equity securities................ 5,212 5,212
-------- ----------
Total stockholder's equity.................. $365,290 $ 365,290
======== ==========
</TABLE>
S-5
<PAGE> 6
SELECTED FINANCIAL DATA
The following selected financial data of the Company and its subsidiaries
should be read in conjunction with the detailed information and consolidated
financial statements and notes thereto included in the documents described under
"Information Incorporated by Reference" in the Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
-------------------------- ------------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
----------- ----------- ---------- ---------- ---------- ---------- ----------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
REVENUES:
Investment and asset
management.................. $ 205,643 $ 141,789 $ 324,077 $ 236,509 $ 216,032 $ 212,397 $ 190,116
Technology equipment sales and
service..................... 93,803 -- 36,286 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total revenues.............. 299,446 141,789 360,363 236,509 216,032 212,397 190,116
-------- -------- -------- -------- -------- -------- --------
EXPENSES:
Interest...................... 44,485 39,825 86,106 68,396 62,744 65,358 71,889
Operating leases.............. 55,967 32,619 77,289 50,424 50,621 35,277 21,814
Cost of equipment sales and
service..................... 76,534 -- 32,991 -- -- -- --
Selling, general and
administrative.............. 52,680 26,778 68,298 43,517 39,296 37,458 38,466
Provision for losses on
investments................. 6,025 6,501 12,744 18,000 19,000 29,000 81,000
Other......................... 3,294 2,288 4,444 828 735 2,418 3,449
-------- -------- -------- -------- -------- -------- --------
238,985 108,011 281,872 181,165 172,396 169,511 216,618
-------- -------- -------- -------- -------- -------- --------
Income (loss) before income
taxes....................... 60,461 33,778 78,491 55,344 43,636 42,886 (26,502)
Provision for income taxes.... 24,487 13,751 32,636 22,740 18,785 21,361 (9,849)
-------- -------- -------- -------- -------- -------- --------
Income (loss) before
cumulative effect of
accounting changes.......... 35,974 20,027 45,855 32,604 24,851 21,525 (16,653)
Cumulative effect of
accounting changes.......... -- -- -- -- -- -- 9,456
-------- -------- -------- -------- -------- -------- --------
Net income (loss)............. 35,974 20,027 45,855 32,604 24,851 21,525 (7,197)
Reinvested earnings at
beginning of year........... 185,686 162,400 162,400 146,036 133,570 123,771 130,968
Dividends paid to
stockholder................. (12,109) (9,930) (22,569) (16,240) (12,385) (11,726) --
-------- -------- -------- -------- -------- -------- --------
Reinvested earnings at end of
period...................... $ 209,551 $ 172,497 $ 185,686 $ 162,400 $ 146,036 $ 133,570 $ 123,771
======== ======== ======== ======== ======== ======== ========
BALANCE SHEET DATA:
(END OF PERIOD)
Total investments (net of
allowance for losses on
investments)................ $ 1,673,783 $ 1,653,794 $1,665,472 $1,424,797 $1,202,601 $1,185,955 $1,261,449
Total assets.................. 1,851,374 1,740,340 1,848,629 1,518,383 1,269,590 1,256,598 1,330,469
Total debt financing.......... 978,287 1,061,848 1,024,915 880,885 771,886 769,227 825,653
Nonrecourse obligations....... 298,365 216,925 268,044 193,446 55,270 68,058 100,822
Total liabilities............. 1,486,084 1,407,924 1,504,952 1,201,383 970,353 969,429 1,053,533
Stockholder's equity.......... 365,290 332,416 343,677 317,000 299,237 287,169 276,936
SELECTED FINANCIAL RATIOS:
Return on average total
equity........................ 20.30%(1) 12.34%(1) 13.86% 10.58% 8.48% 7.63% NM(3)
Return on average total
assets...................... 3.89(1) 2.46(1) 2.72 2.34 1.97 1.66 NM(3)
Allowance for losses/total
investments................. 6.74 5.99 6.41 6.10 6.40 6.92 7.44
Total debt financing/
stockholder's equity........ 2.68x 3.19x 2.98x 2.78x 2.58x 2.68x 2.98x
Ratio of earnings to fixed
charges..................... 2.49 NA(2) 1.84 1.88 1.85 1.86 1.17
</TABLE>
- ---------------
(1) Annualized.
(2) Not available.
(3) Not meaningful.
S-6
<PAGE> 7
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered by
this Prospectus Supplement supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of the Debt
Securities under "Description of Debt Securities" in the accompanying
Prospectus. Capitalized terms not defined herein have the meanings ascribed to
them in the accompanying Prospectus.
GENERAL
The Notes are being issued under an Indenture dated as of July 31, 1989, as
supplemented and amended by the Supplemental Indenture dated as of December 18,
1991, the Second Supplemental Indenture dated as of January 2, 1996 and the
Third Supplemental Indenture dated as of October 14, 1997 (such indenture as so
supplemented and amended in accordance with its terms is referred to as the
"Indenture"), each being between the Company, as issuer, and The Chase Manhattan
Bank, as trustee (the "Trustee"). The Indenture is subject to and governed by
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
Provisions of the Indenture are more fully described in this Prospectus
Supplement and under "Description of Debt Securities" commencing on page 4 of
the accompanying Prospectus. The following summary of the Notes is qualified in
its entirety by reference to the Indenture, the Notes and the Trust Indenture
Act.
The Indenture does not contain any covenants specifically designed to
protect registered owners of the Notes against a reduction in the
creditworthiness of the Company in the event of a highly leveraged transaction.
The Notes will be originally issued in fully registered book-entry form and will
be represented by one or more Global Notes registered in the name of The
Depository Trust Company, as Depositary, or its nominee. See "-- Book-Entry
System." Upon any exchange of the Global Notes for Notes in definitive form
under the provisions of the Indenture, such definitive Notes shall be issued in
authorized denominations of $1,000 or any integral multiples thereof.
The 6 1/2% Notes and the 6 7/8% Notes will be limited to $225 million and
$125 million aggregate principal amounts, respectively. The 6 1/2% Notes will
mature on November 1, 2000, and the 6 7/8% Notes will mature on November 1,
2004. The Notes will bear interest at the rate of 6 1/2% per annum in the case
of the 6 1/2% Notes and 6 7/8% per annum in the case of the 6 7/8% Notes.
Interest on the Notes will accrue from October 27, 1997 and will be payable on
each November 1 and May 1 commencing May 1, 1998 to the holders of record on the
preceding October 15 and April 15, respectively. Interest on each Note will be
computed on the basis of a 360-day year of twelve 30-day months. Payments of
interest and principal on the Notes will be made in United States Dollars to the
persons in whose name the Notes are registered.
BOOK-ENTRY SYSTEM
The Notes will be issued in whole or in part in the form of one or more
fully-registered Global Notes (each, a "Global Note") which will be deposited
with, or on behalf of, the Depositary and registered in the name of its nominee.
Except as set forth below, a Global Note may not be transferred except as a
whole by the Depositary to its nominee or by its nominee to such Depositary or
another nominee of the Depositary or by the Depositary or its nominee to a
successor of the Depositary or a nominee of such successor.
The Depositary has advised the Company and the Underwriters as follows: the
Depositary 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 the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Depositary
was created to hold securities of its participating organizations
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic book-
entry changes in accounts of the participants, thereby eliminating the need for
physical movement of
S-7
<PAGE> 8
securities certificates. The Depositary's participants include securities
brokers and dealers (including the Underwriters expressly identified by name
herein), banks, trust companies, clearing companies, clearing corporations and
certain other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. Persons who are not participants may beneficially own securities
held by the Depositary only through participants.
The Depositary also advises that, pursuant to procedures established by it,
upon the issuance of Notes by the Company represented by a Global Note, the
Depositary or its nominee will credit on its book-entry registration and
transfer system the respective principal amounts of the Notes represented by
such Global Note to the accounts of participants. The accounts to be credited
shall be designated by the Underwriters. Ownership of beneficial interests in
Notes represented by a Global Note will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial interests
in Notes will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the Depositary's participants or persons
that may hold interests through participants. The laws of some states require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Note.
So long as the Depositary for a Global Note, or its nominee, is the
registered owner of a Global Note, such Depositary or nominee, as the case may
be, will be considered the sole owner or holder of the Note represented by such
Global Note for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in a Global Note will not be entitled to have
Notes represented by Global Notes registered in their names, will not receive or
be entitled to receive physical delivery of Notes in definitive form and will
not be considered the owners or holders thereof under the Indenture.
Principal and interest payments on the Notes registered in the name of the
Depositary or its nominee will be made by the Company through the Trustee to the
Depositary or its nominee, as the case may be, as the registered owner of a
Global Note. Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests, and each of them may act or refrain from acting without liability on
any information provided by the Depositary. The Company expects that the
Depositary or its nominee, upon receipt of any payment of principal or interest
in respect of a Global Note, will credit immediately the accounts of the
participants with payment in amounts proportionate to their respective holdings
in principal amount of beneficial interest in a Global Note as shown on the
records of the Depositary. The Company also expects that payments by
participants to owners of beneficial interests in a Global Note will be governed
by standing customer instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such participants.
If the Depositary is at any time unwilling or unable or ineligible to
continue as depositary and a successor depositary is not appointed by the
Company within 90 calendar days, the Company will issue Notes in certificated
form in exchange for all outstanding Global Notes. In addition, the Company (but
not a holder) may at any time determine not to have Notes represented by a
Global Note and, in such event, will issue Notes in certificated form in
exchange for all such Global Notes. In any such instance, an owner of a
beneficial interest in the one or more Global Notes to be exchanged will be
entitled to physical delivery in definitive certificated form of Notes equal in
principal amount to such beneficial interest and to have such Notes registered
in its name. Notes so issued in certificated form will be issued in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000 and will be issued in registered form only, without coupons.
S-8
<PAGE> 9
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest on Global Notes will be
made by the Company in immediately available funds or the equivalent. The Notes
will trade in the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore be required by
the Depositary to settle in immediately available funds. The effect, if any, of
settlement in immediately available funds on trading activity in the Notes has
not been determined.
REDEMPTION
The Notes are not subject to a call for redemption prior to Stated
Maturity.
REGARDING THE TRUSTEE
The Chase Manhattan Bank is the Trustee under the Indenture and is a party
to existing credit agreements with the Company and certain of its subsidiaries.
The Chase Manhattan Bank also maintains other banking arrangements with the
Company and its affiliates in the ordinary course of business.
S-9
<PAGE> 10
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and the Underwriters named
below (the "Underwriters"), the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters has severally agreed to purchase from
the Company, the principal amount of Notes set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
6 1/2% 6 7/8%
UNDERWRITERS NOTES NOTES
----------------------------------------------- ------------- -------------
<S> <C> <C>
Salomon Brothers Inc........................... $ 75,000,000 $ 41,700,000
Chase Securities Inc........................... 75,000,000 41,650,000
UBS Securities LLC............................. 75,000,000 41,650,000
------------- -------------
Total................................ $ 225,000,000 $ 125,000,000
============= =============
</TABLE>
The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the Notes to the public at the public offering price
set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such price less a concession not in excess of .225% of the principal
amount of the 6 1/2% Notes and .375% of the principal amount of the 6 7/8%
Notes, respectively. The Underwriters may allow, and such dealers may reallow, a
concession to certain other dealers not in excess of .150% of the principal
amount of the 6 1/2% Notes and .250% of the principal amount of the 6 7/8%
Notes, respectively. After the initial public offering, the public offering
price and such concessions may be changed from time to time.
The Notes will not have an established trading market when issued. The
Notes will not be listed on any securities exchange. The Underwriters may make a
market in the Notes, but the Underwriters are not obligated to do so and may
discontinue any market-making at any time without notice. There can be no
assurance of a secondary market for any Notes.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all the Notes if any are purchased.
In connection with the offering and sale of the Notes, the Underwriters may
engage in over-allotment, stabilizing transactions and syndicate covering
transactions in accordance with Regulation M under the Exchange Act.
Over-allotment involves sales in excess of the offering size, which creates a
short position for the Underwriters. Stabilizing transactions permit bids to
purchase the Notes in the open market for the purpose of pegging, fixing or
maintaining the price of the Notes. Syndicate covering transactions involve
purchases of the Notes in the open market after the distribution has been
completed in order to cover short positions. The Underwriters also may impose a
penalty bid, whereby selling concessions allowed to broker-dealers in respect of
Notes sold in the offering and sale of the Notes may be reclaimed by the
Underwriters if such Notes are repurchased by the Underwriters in stabilizing or
covering transactions. Such stabilizing transactions and syndicate covering
transactions may cause the price of the Notes to be higher than it would
otherwise be in the absence of such transactions. Such activities, if commenced,
may be discontinued at any time.
In the ordinary course of their respective businesses, certain of the
Underwriters and their respective affiliates have engaged in and may in the
future engage in commercial and investment banking transactions with the Company
and its affiliates. The Chase Manhattan Bank, an affiliate of Chase Securities
Inc., from time to time conducts banking transactions with the Company and its
affiliates in the normal course of business and such affiliate is a party to
certain of the Company's existing credit agreements. The Company intends to use
a portion of the proceeds of this offering to repay certain short-term
borrowings. See "Use of Proceeds." Accordingly, The Chase Manhattan Bank may
receive more
S-10
<PAGE> 11
than 10% of the net proceeds from the sale of the Notes and this offering is
being conducted in conformity with Rule 2710(c)(8) of the Conduct Rules of the
National Association of Securities Dealers, Inc. The Chase Manhattan Bank is
also the Trustee under the Indenture.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for the
Company by Thomas C. Nord, Esq., Vice President and General Counsel, GATX
Capital Corporation. Certain legal matters relating to the Notes will be passed
upon for the Underwriters by Pillsbury Madison & Sutro LLP, San Francisco,
California.
S-11
<PAGE> 12
(This Page Intentionally Left Blank)
<PAGE> 13
PROSPECTUS
$532,000,000
GATX CAPITAL CORPORATION
DEBT SECURITIES
GATX Capital Corporation ("GATX Capital" or the "Company") from time to
time may offer its debt securities consisting of senior debentures, notes, bonds
and/or other evidences of indebtedness ("Senior Securities"), and/or
subordinated debentures, notes, bonds or other evidences of indebtedness
("Subordinated Securities" and, together with the Senior Securities,
collectively the "Debt Securities"). The Debt Securities may be offered in
separate series in amounts, at prices and on terms to be set forth in
supplements to this Prospectus. The Debt Securities may be sold for U.S.
Dollars, one or more foreign currencies or amounts determined by reference to an
index and the principal of and any interest on the Debt Securities may likewise
be payable in U.S. Dollars, one or more foreign currencies or amounts determined
by reference to an index.
The Senior Securities will rank equally with all other unsubordinated
indebtedness of the Company. The Subordinated Securities will be subordinated
and junior in right of payment to certain other indebtedness of the Company to
the extent set forth in the applicable Prospectus Supplement. See "Description
of Debt Securities."
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, currency, denomination, maturity,
premium, rate (which may be fixed or variable) and time of payment of interest,
terms for redemption at the option of the Company or the holder, for sinking
fund payments, if any, for payments of additional amounts, if any, and the
initial public offering price, will be set forth in a Prospectus Supplement (the
"Prospectus Supplement").
The Debt Securities may be sold through underwriting syndicates led by one
or more managing underwriters or through one or more underwriters acting alone.
The Debt Securities may also be sold directly by the Company or through agents
designated from time to time. If any underwriters or agents are involved in the
sale of the Debt Securities, their names, the principal amount of Debt
Securities to be purchased by them and any applicable fee, commission or
discount arrangements with them will be set forth in the Prospectus Supplement.
See "Plan of Distribution."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is October 17, 1997.
<PAGE> 14
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be inspected and
copied at Regional Offices of the Commission located at 500 West Madison Street,
Suite 1400, Chicago, Illinois and 7 World Trade Center, Suite 1300, New York,
New York; and at the Public Reference Office of the Commission at 450 Fifth
Street, N.W., Washington D.C. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington D.C. 20549 at prescribed rates. The Company files electronically with
the Commission. The Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding the registrants that
file electronically with the Commission. The address of the Web site of the
Commission is (http://www.sec.gov).
INFORMATION INCORPORATED BY REFERENCE
The following documents, which are on file with Commission, are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 June 30, 1997; and
(c) The Company's Current Reports on Form 8-K dated January 23, 1997,
June 10, 1997, August 27, 1997 and October 15, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities offered hereby shall be
deemed to be incorporated herein by reference and shall be a part hereof from
the respective dates of filing of such documents.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the information this Prospectus
incorporates). Requests should be directed to Thomas C. Nord, Esq., Vice
President and General Counsel, GATX Capital Corporation, Four Embarcadero
Center, San Francisco, California 94111, telephone (415) 955-3200.
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars," "U.S.
dollars" or "U.S. $").
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
2
<PAGE> 15
THE COMPANY
GATX Capital is a diversified global financial services company which
provides asset-based financing for transportation, information technology and
industrial equipment. The Company's strategy is to invest in and manage assets
by combining its asset knowledge, transaction-structuring capabilities and
portfolio management expertise to control assets with significant upside
potential. GATX Capital and its subsidiaries actively invest in a wide variety
of assets. These investments are made through a variety of financing
instruments, primarily leases and loans, either for the Company's own account or
through partnerships and joint ventures. The Company actively manages its
existing portfolio of investments as well as those of institutional investors,
and several joint ventures and partnerships in which it participates. Key
strategic partners include a cross section of domestic and international
commercial banks, insurance companies and large industrial companies and
manufacturers. Additionally, the Company arranges secured financing for others.
The Company also sells computer network technology equipment and provides
technical service on the equipment it sells.
All common and preferred stock of the Company is owned by GATX Corporation
("GATX") through a wholly owned subsidiary. GATX founded the Company as GATX
Leasing Corporation, a Delaware corporation, in 1968 to own, sell and finance
equipment independent of GATX's own specialized equipment activities. Since that
time, the Company has developed a portfolio of earning assets diversified across
industries and equipment classifications. The Company's primary business groups
are Air, Rail, Technology Services, Corporate Finance and Diversifed Portfolio.
At June 30, 1997, the Company's investment portfolio of approximately $1.8
billion, before reserves, consisted of commercial jet aircraft (34%), railroad
equipment (20%), information technology equipment (13%), marine equipment (12%),
warehouse and production equipment (10%), golf courses and equipment (4%) and
other equipment (7%).
GATX Capital had a financial and management interest in 106 aircraft as of
June 30, 1997, and orders and options for an additional 26 aircraft. 98% of the
aircraft portfolio (in investment dollars) is compliant with Stage 3 noise
regulations. GATX Capital also had a financial and management interest in 957
locomotives and 38,130 railcars as of June 30, 1997. The utilization rate on the
operating lease fleet for locomotives and railcars as of such date was
approximately 97% and 96%, respectively.
Except as expressly indicated or unless the context otherwise requires, as
used herein the "Company" or "GATX Capital" means GATX Capital Corporation and
its consolidated subsidiaries. The Company's principal office is located at Four
Embarcadero Center, San Francisco, California 94111, telephone (415) 955-3200.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities offered hereby will be used for
general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges are computed by dividing earnings
from continuing operations before fixed charges and income taxes by the fixed
charges. For purposes of computation of the ratios, earnings and fixed charges
include those of the Company and all consolidated subsidiaries, and fixed
charges consist of interest and debt expense, and one-third of rent expense
(which approximates the interest factor) of such companies.
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED JUNE 30, --------------------------------------
1997 1996 1995 1994 1993 1992
-------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.......... 2.49x 1.84x 1.88x 1.85x 1.86x 1.17x
</TABLE>
3
<PAGE> 16
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Debt Securities so offered will be described
in the Prospectus Supplement relating to such Debt Securities.
The Senior Securities are to be issued under an Indenture dated as of July
31, 1989, as supplemented and amended by a Supplemental Indenture dated as of
December 18, 1991, by a Second Supplemental Indenture dated as of January 2,
1996 and by a Third Supplemental Indenture dated as of October 14, 1997
(together, the "Senior Indenture") between the Company and The Chase Manhattan
Bank, as Trustee (the "Senior Indenture Trustee"). A copy of the Senior
Indenture is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus forms a part (the "Registration Statement").
The Subordinated Securities are to be issued under a separate Indenture (the
"Subordinated Indenture" and, together with the Senior Indenture, sometimes
collectively referred to as the "Indentures"). The trustee for the Subordinated
Indenture will be identified in the relevant Prospectus Supplement. A copy of
the form of the Subordinated Indenture is filed as an exhibit to the
Registration Statement. The following summaries of certain provisions of the
Indentures and the Debt Securities do not purport to be complete and are
qualified in their entirety by reference to the provisions of the Indentures.
Unless otherwise indicated, capitalized terms shall have the meanings ascribed
to them in the Indentures.
GENERAL
Debt Securities offered by this Prospectus will be limited to an aggregate
initial public offering price of $532,000,000 or the equivalent thereof in one
or more foreign currencies or composite currencies. The Indentures provide that
Debt Securities in an unlimited amount may be issued thereunder from time to
time in one or more series. The Senior Securities will rank pari passu with
other Senior Indebtedness of the Company. The Subordinated Securities will be
subordinated and junior in right of payment to certain indebtedness of the
Company to the extent set forth in the applicable Prospectus Supplement.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Debt Securities offered thereby:
(1) the title of the Debt Securities; (2) any limit on the aggregate principal
amount of the Debt Securities; (3) whether any of the Debt Securities are to be
issuable initially in temporary global form and whether any of the Debt
Securities are to be issuable in permanent global form; (4) the date or dates on
which the Debt Securities will mature; (5) the rate or rates at which the Debt
Securities will bear interest, if any, or the formula pursuant to which such
rate or rates shall be determined, and the date or dates from which any such
interest will accrue; (6) the Interest Payment Dates on which any such interest
on the Debt Securities will be payable, and the extent to which, or the manner
in which, any interest payable on a temporary global Debt Security on an
Interest Payment Date will be paid; (7) any mandatory or optional sinking fund
or analogous provisions; (8) each office or agency where, subject to the terms
of the Indenture, the principal of and any premium and interest on the Debt
Securities will be payable and each office or agency where, subject to the terms
of the Indenture, the Debt Securities may be presented for registration of
transfer or exchange; (9) the date, if any, after which and the price or prices
at which the Debt Securities may be redeemed, in whole or in part at the option
of the Company or the Holder, or pursuant to mandatory redemption provisions,
and the other detailed terms and provisions of any such optional or mandatory
redemption provisions; (10) the denominations in which any Debt Securities will
be issuable, if other than denominations of $100,000 and any integral multiple
thereof; (11) any index used to determine the amount of payments of principal of
and any premium and interest on the Debt Securities; (12) the portion of the
principal amount of the Debt Securities, if other than the principal amount
thereof, payable upon acceleration of maturity thereof; (13) the application, if
any, of either or both of the defeasance or covenant defeasance sections of the
Indentures to the Debt Securities; (14) the Person who shall be the Security
Registrar for the Debt Securities, if other than the Trustee, the Person who
shall be the initial Paying Agent and the
4
<PAGE> 17
Person who shall be the depositary; (15) the terms of subordination applicable
to any series of Subordinated Securities; and (16) any other terms of the Debt
Securities not inconsistent with the provisions of the Indentures. Any such
Prospectus Supplement will also describe any special provisions for the payment
of additional amounts with respect to the Debt Securities of such series.
Except as described in the applicable Prospectus Supplement, the Indentures
do not contain any covenants specifically designed to protect holders of the
Debt Securities against a reduction in creditworthiness of the Company in the
event of a highly leveraged transaction or to prohibit other transactions which
may adversely affect holders of the Debt Securities.
Debt Securities may be issued as Original Issue Discount Securities to be
sold at a substantial discount below their stated principal amounts. Special
United States federal income tax considerations applicable to Debt Securities
issued at an original issue discount will be set forth in a Prospectus
Supplement relating thereto. Special United States tax considerations applicable
to any Debt Securities that are denominated in a currency other than United
States dollars or that use an index to determine the amount of payments of
principal of and any premium and interest on the Debt Securities will be set
forth in a Prospectus Supplement relating thereto.
GLOBAL SECURITIES
So long as the depositary's nominee is the registered owner of a global
security, such nominee will be considered the sole owner of the Debt Securities
represented by such global security for all purposes under the Indentures.
Except as provided in the relevant Prospectus Supplement, owners of beneficial
interests in a global security will not be entitled to have Debt Securities of
the series represented by the global security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities of
such series in definitive form and will not be considered the owners or holders
thereof under the Indentures. Principal of, premium, if any, and interest on a
global security will be payable in the manner described in the relevant
Prospectus Supplement.
SUBORDINATION
Subordinated Securities may be issued from time to time in one or more
series under the Subordinated Indenture. The Subordinated Securities will be
subordinated and junior in right of payment to certain other indebtedness of the
Company to the extent set forth in the applicable Prospectus Supplement.
CERTAIN COVENANTS OF THE COMPANY WITH RESPECT TO SENIOR SECURITIES
The Senior Securities are not secured by mortgage, pledge or other lien.
The Company covenants that neither it nor any Restricted Subsidiary (which the
Senior Indenture defines as any subsidiary which is a consolidated subsidiary,
in accordance with generally accepted accounting principles, in the consolidated
financial statements of the Company) will subject any of its property, tangible
or intangible, real or personal, to any lien unless the Senior Securities are
secured equally and ratably with other indebtedness thereby secured. There are
excepted from this covenant any liens existing on the date of the Senior
Indenture, as well as certain other liens, and the extension, renewal or
replacement thereof, including without limitation, (i) liens on any property
provided that the creditor has no recourse against the Company or any Restricted
Subsidiary except recourse to such property or proceeds of any sale or lease
therefrom; (ii) liens on property existing at the time of acquisition (including
acquisition through merger or consolidation) or given in connection with
financing the purchase price or cost of construction or improvement of property;
(iii) other liens not permitted by clauses (i) and (ii) on property then owned
or thereafter acquired, provided no such lien shall be incurred pursuant to
clause (iii) if the aggregate amount of indebtedness secured by liens incurred
pursuant to clauses (ii) and (iii), including the lien proposed to be incurred,
shall exceed 30% of Net Tangible Assets; (iv) liens securing certain
intercompany indebtedness; (v) a banker's lien or right of offset; (vi) liens
arising under the Employee Retirement Income Security Act of 1974, as amended,
to secure any contingent liability of the Company;
5
<PAGE> 18
(vii) liens on sublease interests held by the Company which liens are in favor
of the person granting the lease to the Company; (viii) various specified
governmental liens and deposits; and (ix) various other liens not incurred in
connection with the borrowing of money (including purchase money indebtedness)
or the obtaining of advances or credit. Net Tangible Assets is defined for this
purpose as the total assets of the Company less (x) current liabilities and (y)
intangible assets.
In addition, the Company covenants that neither it nor any Restricted
Subsidiary will pay any dividends upon any of its stock of any class or make any
distribution of cash or property among its stockholders by reduction of capital
or otherwise (other than in stock of the Company) or purchase or redeem any
stock of any class of the Company unless the aggregate amounts of all such
payments and distributions after December 31, 1988 will not exceed the sum of
(i) the total of the accumulated consolidated net income of the Company and its
Restricted Subsidiaries during the period after December 31, 1988, (ii) any net
consideration received from the sale of stock of any class of the Company after
December 31, 1988, (iii) the aggregate principal amount of any indebtedness of
the Company which shall have been converted into the stock of any class of the
Company and (iv) $25,000,000. Such restriction shall not apply to (i) the
payment of dividends on preferred stock or any payment to purchase shares of
preferred stock subject to a mandatory sinking fund, provided that such payments
are included in the foregoing calculations, (ii) the redemption or retirement of
any shares of capital stock of the Company by exchange for, or out of the
proceeds of a substantially concurrent sale of, other shares of capital stock,
(iii) the purchase of any shares of capital stock of the Company pursuant to or
in connection with any retirement, bonus, profit sharing, thrift, savings, stock
option or compensation plan for officers or employees of the Company or (iv) the
conversion of shares of any stock of the Company into shares of any other stock
of the Company.
MERGER AND CONSOLIDATION
Each Indenture provides that the Company may consolidate or merge with or
into any other corporation and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, organized and existing under
the laws of the United States of America or a State thereof, provided that the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall assume
payments of the principal of (and premium, if any) and interest on the Debt
Securities and the performance and observance of all of the covenants and
conditions of such Indenture to be performed or observed by the Company.
MODIFICATION AND WAIVER
Modification and amendment of each Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Debt Securities of each series affected thereby, provided
that no such modification or amendment may, without the consent of the Holder of
each Outstanding Debt Security affected thereby, (a) change the Stated Maturity
of any installment of principal of, or interest on, any Debt Security or change
the Redemption Price; (b) reduce the principal amount of, or interest on, any
Debt Security or reduce the amount of principal which could be declared due and
payable prior to the Stated Maturity; (c) change the place or currency of any
payment of principal or interest on any Debt Security; (d) impair the right to
institute suit for the enforcement of any payment on or with respect to any Debt
Security; (e) reduce the percentage in principal amount of the Outstanding Debt
Securities of any series, the consent of whose Holders is required to modify or
amend each Indenture; or (f) modify the foregoing requirements or reduce the
percentage of Outstanding Debt Securities necessary to waive any past default to
less than a majority. Except with respect to certain fundamental provisions, the
Holders of at least a majority in principal amount of Outstanding Debt
Securities of any series may, with respect to such series, waive past defaults
under each Indenture and waive compliance by the Company with certain provisions
of each Indenture.
6
<PAGE> 19
EVENTS OF DEFAULT, WAIVER AND NOTICE
An Event of Default with respect to any Debt Security of any series is
defined in each Indenture as being: default for 30 days in payment of any
interest on or any Additional Amounts payable in respect of any Debt Security of
that series; default in payment of principal (and premium, if any) on the Debt
Securities of that series when due either at maturity, upon optional or
mandatory redemption, as a sinking fund installment, by declaration or
otherwise; default in the performance or breach of any other covenant or
warranty of the Company in respect of the Debt Securities of such series in each
Indenture which shall not have been remedied for a period of 90 days after
notice; certain events of bankruptcy, insolvency and reorganization of the
Company; and any other Event of Default established for the Debt Securities of
such series set forth in the applicable Prospectus Supplement. Each Indenture
provides that the Trustee may withhold notice to the Holders of the Debt
Securities of any default with respect to any series thereof (except in payment
of principal of, or interest on, the Debt Securities) if the Trustee considers
it in the interest of the Holders of the Debt Securities of such series to do
so.
Each Indenture provides that (1) if an Event of Default due to the default
in payment of principal of, or interest on, any series of Debt Securities, or
due to the default in the performance or breach of any other covenant or
warranty of the Company applicable to the Debt Securities of such series but not
applicable to all outstanding Debt Securities, shall have occurred and be
continuing, either the Trustee or the Holders of 25% in principal amount of the
Outstanding Debt Securities of such series then may declare the principal of all
Debt Securities of such series, or such lesser amount as may be provided for in
the Debt Securities of that series, and interest accrued thereon, to be due and
payable immediately, and (2) if the Event of Default resulting from default in
the performance of any other of the covenants or agreements in each Indenture
applicable to all Outstanding Debt Securities under such Indenture and certain
events of bankruptcy, insolvency and reorganization of the Company shall have
occurred and be continuing, either the Trustee or the Holders of 25% in
principal amount of all Outstanding Debt Securities (treated as one class) may
declare the principal of all Debt Securities, or such lesser amount as may be
provided for in such securities, and interest accrued thereon, to be due and
payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in payment
of principal of, or premium or interest on, the Debt Securities) by the Holders
of a majority in principal amount of the Outstanding Debt Securities of such
series (or of all series, as the case may be).
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to Debt
Securities of such series provided that such direction shall not be in conflict
with any rule of law or the applicable Indenture or shall not be unduly
prejudicial to the Holders not taking part in such direction. The Company is
required to furnish to the Trustee under each Indenture annually a statement as
to performance or fulfillment of certain of its obligations under the applicable
Indenture and as to any default in such performance of fulfillment.
CONCERNING THE TRUSTEES
The Chase Manhattan Bank is the Senior Indenture Trustee under the Senior
Indenture. The Senior Indenture Trustee has substantial banking relationships
with the Company, GATX and certain other affiliates of the Company and is the
trustee under the Senior Indenture with respect to other series of debt
securities, under another indenture with the Company and under certain equipment
trust agreements with an affiliate.
The Senior Indenture Trustee and the trustee for the Subordinated Indenture
(collectively, the "Trustee") may from time to time make loans to the Company
and perform other services for the Company in the normal course of business.
Under the provisions of the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), upon the occurrence of a default under an indenture, if a
trustee has a conflicting interest (as defined in the Trust Indenture Act), the
trustee must, within 90 days, either
7
<PAGE> 20
eliminate such conflicting interest or resign. Under the provisions of the Trust
Indenture Act, an indenture trustee shall be deemed to have a conflicting
interest, among other things, if the trustee is a creditor of the obligor. If
the trustee fails either to eliminate the conflicting interest or to resign
within 10 days after the expiration of such 90-day period, the trustee is
required to notify security holders to this effect and any security holder who
has been a bona fide holder for at least six months may petition a court to
remove the trustee and to appoint a successor trustee.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) to one or more underwriters or
dealers for public offering and sale by them and (ii) to investors directly or
through agents. The distribution of the Debt Securities may be effected from
time to time in one or more transactions at a fixed price or prices (which may
be changed from time to time), at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices. Each
Prospectus Supplement will describe the method of distribution of the Debt
Securities offered thereby.
In connection with the sale of the Debt Securities, underwriters, dealers
or agents may receive compensation from the Company or from purchasers of the
Debt Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. The underwriters, dealers or agents that participate
in the distribution of the Debt Securities may be deemed to be underwriters
under the Securities Act of 1933 and any discounts or commissions received by
them and any profit on the resale of the Debt Securities received by them may be
deemed to be underwriting discounts and commissions thereunder. Any such
underwriter, dealer or agent will be identified and any such compensation
received from the Company will be described in the Prospectus Supplement. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Under agreements that may be entered into with the Company, underwriters,
dealers and agents may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which the underwriters,
dealers or agents may be required to make in respect thereof.
Each underwriter, dealer and agent participating in the distribution of any
Debt Securities that are issuable in bearer form will agree that it will not
offer, sell, resell or deliver, directly or indirectly, Debt Securities in
bearer form to persons located in the United States or to United States persons
(other than qualifying financial institutions), in connection with the original
issuance of the Debt Securities.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for the Company in the
ordinary course of business.
LEGAL OPINIONS
The validity of the Debt Securities is being passed upon for the Company by
Thomas C. Nord, Esq., Vice President and General Counsel, GATX Capital
Corporation. Certain legal matters relating to the Debt Securities will be
passed upon for the underwriters, dealers or agents, if any, by Pillsbury
Madison & Sutro LLP, San Francisco, California. Pillsbury Madison & Sutro LLP
has acted and continues to act as counsel in certain matters for the Company and
certain of its affiliates.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
8
<PAGE> 21
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED
HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATES AS OF
WHICH INFORMATION IS GIVEN IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company.......................... S-3
Recent Developments.................. S-3
Use of Proceeds...................... S-4
Capitalization....................... S-5
Selected Financial Data.............. S-6
Description of the Notes............. S-7
Underwriting......................... S-10
Legal Opinions....................... S-11
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
The Company.......................... 3
Use of Proceeds...................... 3
Ratio of Earnings to Fixed Charges... 3
Description of Debt Securities....... 4
Plan of Distribution................. 8
Legal Opinions....................... 8
Experts.............................. 8
</TABLE>
$350,000,000
GATX CAPITAL
CORPORATION
$225,000,000
6 1/2% NOTES DUE 2000
$125,000,000
6 7/8% NOTES DUE 2004
[GATX CAPITAL LOGO]
SALOMON BROTHERS INC
CHASE SECURITIES INC.
UBS SECURITIES
PROSPECTUS SUPPLEMENT
DATED OCTOBER 22, 1997
