As filed with the Securities and Exchange Commission on September 23, 1999
Registration No. 333-86879
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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GATX CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1661392
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Four Embarcadero Center
San Francisco, California 94111
(415) 955-3200
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
THOMAS C. NORD, ESQ.
GATX Capital Corporation
Vice President and General Counsel
Four Embarcadero Center
San Francisco, California 94111
(415) 955-3200
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(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
JOHN P. McENROE, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3016
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective depending on market
conditions and other factors.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to Be Price Offering Registration
Be Registered Registered(1) Per Unit Price(1)(2) Fee
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Senior and
Subordinated Debt
Securities.......... $500,000,000 100% 100% $139,000.00
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(1) Or, if any debt securities are issued at an original issue discount, such
greater principal amount as shall result in an aggregate offering price
equal to $500,000,000.
(2) Estimated solely for the purposes of determining the amount of the
registration fee.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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Prospectus
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U.S. $500,000,000
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GATX CAPITAL CORPORATION
Four Embarcadero Center
San Francisco, CA 94111
(415) 955-3200
DEBT SECURITIES
We may offer to sell up to U.S. $500,000,000 of our debt securities in one
or more offerings. In this prospectus, we describe generally the terms of these
debt securities, which will consist of senior securities and subordinated
securities. We will describe the specific terms of the debt securities that we
offer in a supplement or supplements to this prospectus at the time of each
offering. If any offering involves underwriters, dealers or agents, we will
describe our arrangements with them in the prospectus supplement and if
applicable, pricing supplements, that relate to that offering.
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The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is September 23, 1999
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The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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You should rely only on the information incorporated by reference or
contained in this prospectus and any applicable prospectus supplement and
pricing supplement, if any. We have not authorized anyone to provide you with
information different from that contained in this prospectus. We are offering to
sell, and seeking offers to buy, our debt securities only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus or
the applicable prospectus supplement and pricing supplement, if any, is accurate
only as of the date on the front of those documents, regardless of the time of
delivery of this prospectus or the applicable prospectus supplement and pricing
supplement, if any, or of any sale of our debt securities.
In this prospectus, "GATX Capital," "we," "us," "our" and the "Company"
each refers to GATX Capital Corporation and its consolidated subsidiaries.
ABOUT THIS PROSPECTUS
The prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf registration, we may sell the securities described in this
prospectus in one or more offerings up to a total dollar amount of $500,000,000.
We provide information to you about these securities in three documents that
progressively provide more detail:
1. This prospectus which contains general information that may or may
not apply to each offering of securities.
2. The applicable prospectus supplement, which will contain more
specific information than this prospectus and may also add, update
or change information contained in this prospectus. To the extent
information differs from this prospectus, you should rely on the
different information in the applicable prospectus supplement.
3. The pricing supplement, if applicable, will provide final details
about a specific offering and the terms of the offered securities,
including their price. To the extent information differs from this
prospectus or the prospectus supplement, you should rely on the
different information in the pricing supplement.
You should read both this prospectus and any prospectus supplement or
pricing supplement together with any additional information described under the
heading "Where You Can Find More Information" below to learn more about the
Company and the securities offered.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the debt securities that we
are offering by this prospectus. This prospectus does not contain all of the
information set forth in the registration statement and its exhibits and
schedules. Certain items are omitted in accordance with the rules and
regulations of the SEC. For further information with respect to the Company and
the securities offered hereby, reference is made to the registration statement
of which this prospectus forms a part and the exhibits and any schedules filed
with the registration statement of which this prospectus forms a part.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete and in each instance, if
such contract or document is filed as an exhibit, reference is made to the copy
of such contract or other document filed as an exhibit to the registration
statement, each statement being qualified in all respects by such reference.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference Room at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048 and at
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, IL 60661. For
further information on the operation of the Public Reference Room, you may call
the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public over
the Internet at the SEC's website at http://www.sec.gov.
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INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information in
documents that we file with them. This means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information in documents that we file after the date of this prospectus and
before the termination of the offering contemplated by this prospectus will
automatically update and supersede information in this prospectus.
The following documents, which are on file with Commission, are
incorporated by reference in and made a part of this prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1998; and
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999.
We also incorporate by reference any future filings made with the SEC
under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until we sell all of the securities or otherwise terminate the
offering of securities offered by this prospectus.
We will provide without charge, upon written or oral request, to each
person to whom this prospectus is delivered, a copy of any or all of the
documents described above which have been or may be incorporated by reference in
this prospectus but not delivered with this prospectus. Such request should be
directed to:
Thomas C. Nord, Esq.
Vice President and General Counsel
GATX Capital Corporation
Four Embarcadero Center
San Francisco, California 94111
Telephone Number: (415) 955-3200
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference forward-looking
statements that have been made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
not historical facts, but rather are based on our current expectations,
estimates and projections about GATX Capital's industry, our beliefs and
assumptions. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates" and similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and other
factors, some of which are beyond our control, are difficult to predict and
could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. Many of these risks and
uncertainties will be described with particularity in the applicable prospectus
supplement. We caution you not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this
prospectus or the prospectus supplement containing such forward-looking
statements. We are not obligated to update these statements or publicly release
the result of any revisions to them to reflect events or circumstances after the
date of this prospectus or the applicable prospectus supplement, or to reflect
the occurrence of unanticipated events.
THE COMPANY
We are a diversified global financial services company which provides
asset-based financing for transportation, information technology and industrial
equipment. Our strategy is to invest in and manage assets by combining our asset
knowledge, transaction-structuring capabilities and portfolio management
expertise to control assets with significant upside potential. We and our
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 our own account or through
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partnerships and joint ventures. We actively manage existing portfolio of
investments as well as those of institutional investors, and several joint
ventures and partnerships in which we participate. Key strategic partners
include a cross section of domestic and international commercial banks,
insurance companies and large industrial companies and manufacturers.
Additionally, we arrange secured financing for others.
GATX Corporation (GATX) owns all of our common and preferred stock 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, we have
developed a portfolio of earning assets diversified across industries and
equipment classifications. At June 30, 1999, GATX Capital's investment portfolio
of approximately $2.3 billion, before reserves, consists of commercial jet
aircraft (31%), railroad equipment (14%), information technology equipment
(23%), marine equipment (6%), warehouse and production equipment (4%), golf
courses and equipment (2%) and other equipment (20%).
We have a financial and management interest in 125 aircraft as of June 30,
1999, and orders and options for an additional 14 aircraft. 99.9% of the
aircraft portfolio (in investment dollars) is compliant with Stage 3 noise
regulations. GATX Capital also has a financial and management interest in 946
locomotives and 53,947 railcars as of June 30, 1999. The utilization rate on the
operating lease fleet for our locomotives and railcars as of that date is
approximately 97.5% and 98%, respectively.
We regularly purchase assets from manufacturers, including those of
commercial aircraft, or others to acquire, directly or through joint ventures
and partnerships in which we participate, additional equipment to complement our
investment portfolio. Such purchases may be material in amount and have an
effect on our financial condition, results of operations and debt service
capability.
RECENT DEVELOPMENTS
In 1998, we entered into a joint venture with Flightlease AG, a subsidiary
of the SAirGroup, to form GATX Flightlease Management GmbH ("GFM"). SAirGroup is
the parent company of Swissair and other business. GFM is an aircraft operating
lease management company with approximately 300 aircraft in its management
portfolio. This management portfolio includes aircraft wholly owned by either
joint venture partner, aircraft on order and non wholly owned aircraft under
management and aircraft under management for third parties.
In 1999, GATX Third Aircraft Corporation ("GTAC", a wholly owned
subsidiary of GATX Capital) entered into a joint venture with Flightlease
Holdings (Guernsey) Limited ("FGH", a wholly owned subsidiary of Flightlease
AG), to form GATX Flightlease Aircraft Company Ltd. ("GFAC"). GFAC was formed as
an aircraft ownership entity. On September 21, 1999, we announced that GFAC had
entered into an agreement to purchase 38 Airbus Industrie aircraft with a list
price in excess of $2 billion. The aircraft order includes 32 new A320 family
aircraft (including 12 A318 aircraft) and six A330 family aircraft, with
deliveries beginning in 2001 and continuing through 2006. The aircraft will be
managed by GFM. GATX Capital has guaranteed 50% of the obligations of GFAC, on a
several basis, under the purchase agreement with Airbus Industries.
RISK FACTORS
You should carefully consider the specific risks set forth under the
heading "Risk Factors" in the applicable prospectus supplement before making an
investment decision. The risks and uncertainties described in the applicable
prospectus supplement are not the only ones facing our Company. Additional risks
and uncertainties not currently known to us or that we currently think are
immaterial may also impact our business operations.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement and
pricing supplement, if any, we will use the net proceeds from the sale of the
debt securities offered by this prospectus for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
We compute the ratio of earnings to fixed charges by dividing earnings
from continuing operations before fixed charges and income taxes by the fixed
charges. This ratio includes our earnings and fixed charges as well as those of
all of our consolidated subsidiaries. Fixed charges consist of interest and debt
expense and the portion of rentals for real and personal properties in an amount
we deem to be representative of the interest factor.
Six Months
Ended June 30, Year Ended December 31,
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1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
Ratio of earnings to
fixed charges 2.08x 2.40x 2.01x 2.17x 1.83x 1.88x 1.85x
DESCRIPTION OF DEBT SECURITIES
We describe in this section the general terms that will apply to any debt
securities that the Company may offer in the future, to which a future
prospectus supplement and pricing supplement, if any, may relate. At the time
that we
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offer debt securities, we will describe in the prospectus supplement and pricing
supplement, if any, that relates to that offering (i) the specific terms of the
debt securities and (ii) the extent to which the general terms described in this
section apply to those debt securities.
We expect to issue debt securities consisting of senior securities and
subordinated 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 between the Company and Chase Manhattan Bank and
Trust Company, National Association, as Trustee. This indenture is included as
an exhibit to the registration statement of which this prospectus forms a part.
The subordinated securities are to be issued under a separate indenture. The
Trustee for the indenture for the subordinated securities will be identified in
the relevant prospectus supplement. In the discussion that follows, we summarize
particular provisions of the indentures. Our discussion of indenture provisions
is not complete. You should read the indentures for a more complete
understanding of the provisions we describe.
The aggregate principal amount of debt securities that the Company may
issue under each of the indentures is unlimited. (Section 3.1)
General
Debt securities offered by this prospectus will be limited to an aggregate
initial public offering price of $500,000,000 or the equivalent amount 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 equally and ratably
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.
Each prospectus supplement and pricing supplement, if any, relating to a
particular offering of debt securities will describe the specific terms of debt
securities. Those specific terms will include the following:
o the title of the debt securities;
o any limit on the aggregate principal amount of the debt securities;
o 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;
o the date or dates on which the debt securities will mature;
o 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;
o the payment dates on which interest, if any, 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;
o any mandatory or optional sinking fund or analogous provisions;
o 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;
o 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 of debt securities, or according to
mandatory
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redemption provisions, and the other detailed terms and provisions
of any such optional or mandatory redemption provisions;
o the denominations in which any debt securities will be issuable, if
other than denominations of $100,000;
o any index used to determine the amount of payments of principal of
and any premium and interest on the debt securities;
o the portion of the principal amount of the debt securities, if other
than the principal amount, payable upon acceleration of maturity;
o the application, if any, of either or both of the defeasance or
covenant defeasance sections of the indentures to the debt
securities;
o 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 person who shall be the depositary;
o the terms of subordination applicable to any series of subordinated
securities; and
o any other terms of the debt securities not inconsistent with the
provisions of the indentures.
Any such prospectus supplement and pricing supplement, if any, will also
describe any special provisions for the payment of additional amounts with
respect to the debt securities of such series.
Except where we describe in the applicable prospectus supplement and
pricing supplement, if any, the indentures do not contain any covenants
specifically designed to protect holders of the debt securities against a
reduction in the 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.
We may issue debt securities as original issue discount securities to be
sold at a substantial discount below their stated principal amounts. We will
describe in the relevant prospectus supplement and pricing supplement, if any,
any special United States federal income tax considerations that may apply to
debt securities issued at such an original issue discount. 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 also be set forth in a prospectus supplement and pricing
supplement, if any.
Global Securities
According to the indentures, so long as the depository's nominee is the
registered owner of a global security, that nominee will be considered the sole
owner of the debt securities represented by the global security for all
purposes. Except as provided in the relevant prospectus supplement and pricing
supplement, if any, 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 of the debt securities 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
and pricing supplement, if any.
Subordination
We may issue subordinated securities from time to time in one or more
series under the subordinated indenture. Our 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 and
pricing supplement, if any.
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Certain Covenants of the Company with Respect to Senior Securities
In this section we describe the principal covenants that will apply to the
senior securities unless otherwise indicated in the applicable prospectus
supplement and pricing supplement, if any.
Limitation on Liens. The senior securities are not secured by mortgage,
pledge or other lien. We have covenanted that neither we nor any Restricted
Subsidiary (which the indenture relating to the senior securities 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 our property, tangible or intangible, real or
personal, to any lien unless the senior securities are secured equally and
ratably with other indebtedness thereby secured. The exceptions from this
covenant include any liens existing on the date of the indenture relating to the
senior securities, as well as certain other liens, and the extension, renewal or
replacement of those liens including without limitation:
(a) 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;
(b) 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;
(c) Other liens not permitted by clauses (a) and (b) on property then
owned or thereafter acquired, provided no such lien shall be incurred pursuant
to clause (c) if the aggregate amount of indebtedness secured by liens incurred
pursuant to clauses (b) and (c), including the lien proposed to be incurred,
would exceed 30% of Net Tangible Assets (which the indenture relating to the
senior securities defined as the total assets of the Company less (x) current
liabilities and (y) intangible assets);
(d) Liens securing certain intercompany indebtedness;
(e) A banker's lien or right of offset;
(f) Liens arising under the Employee Retirement Income Security Act of
1974, as amended, to secure any contingent liability of the Company;
(g) Liens on sublease interests held by the Company if those liens are in
favor of the person granting the lease to the Company;
(h) Various specified governmental liens and deposits; and
(i) Various other liens not incurred in connection with the borrowing of
money (including purchase money indebtedness) or the obtaining of advances or
credit.
Limitation on Dividends. In addition, we have covenanted that neither we
nor any Restricted Subsidiary will pay any dividends upon any of our stock of
any class or make any distribution of cash or property among our 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) $250,000,000. This restriction does not apply
to:
o 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,
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o The redemption or retirement of any shares of our capital stock by
exchange for, or out of the proceeds of a substantially concurrent sale of,
other shares of capital stock,
o The purchase of any shares of our capital stock pursuant to or in
connection with any retirement, bonus, profit sharing, thrift, savings, stock
option or compensation plan for our officers or employees, or
o The conversion of shares of any of our stock into shares of any other of
our stock.
Merger and Consolidation
Each indenture provides that the we may consolidate or merge with or into
any other corporation and we may sell, lease or convey all or substantially all
of our assets to any corporation, organized and existing under the laws of the
United States of America or any U.S. state, provided that the corporation (if
other than GATX Capital) 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
The indentures provide that we and the trustee may modify and amend the
indentures with the consent of the holders of 66-2/3% in principal amount of the
outstanding debt securities of each series affected by the modification or
amendment, provided that no such modification or amendment may, without the
consent of the holder of each outstanding debt security affected by the
modification or amendment:
o Change the stated maturity of any installment of principal of, or
interest on, any debt security or change the redemption price;
o 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;
o Change the place or currency of any payment of principal or interest on
any debt security;
o Impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security;
o 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
o 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
our compliance with certain provisions of each indenture.
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:
o Default for 30 days in payment of any interest on or any additional
amounts payable in respect of any debt security of that series;
o 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;
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o 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;
o 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 and pricing
supplement, if any.
Each indenture provides that the trustee may withhold notice to the holders of
the debt securities of any default with respect to any series of debt securities
(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 also that:
o If an event of default due to the default in payment of principal of, or
interest on, any series of debt securities, or because of our default in the
performance or breach of any other covenant or warranty 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
o 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 Trustee
Chase Manhattan Bank and Trust Company, National Association, is the
senior indenture trustee under the senior indenture. Certain affiliates of the
trustee under the indenture relating to the senior securities has substantial
banking relationships with the Company, GATX and certain other affiliates of the
Company and is the trustee under the indenture relating to the senior securities
with respect to other series of debt securities, under another indenture with
the Company and under certain equipment trust agreements with an affiliate.
The trustee under the indenture relating to the senior securities and the
trustee under the indenture relating to the subordinated securities 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, 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 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
-9-
<PAGE>
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
We may sell the debt securities to one or more underwriters or dealers for
public offering and sale by them and 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 and pricing supplement, if any, will describe the method of
distribution of the debt securities offered by that prospectus supplement and
pricing supplement, if any.
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 and
pricing supplement, if any. 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.
Some of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for us in the ordinary
course of business.
LEGAL OPINIONS
Our Vice-President and General Counsel, Thomas C. Nord, Esq., will pass on
the validity of the debt securities offered by this prospectus. If we offer the
debt securities through underwriters, dealers or agents, then Pillsbury Madison
& Sutro LLP will pass on certain legal matters for the debt securities for the
underwriters, dealers and agents.
EXPERTS
The consolidated financial statements of GATX Capital Corporation
appearing in GATX Capital Corporation's Annual Report (Form 10-K) for the year
ended December 31, 1998 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 on the authority of such
firm as experts in accounting and auditing.
-10-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The following table sets forth all expenses in connection with the
issuance and distribution of the securities being registered. All amounts shown
are estimates, except the SEC registration fee.
SEC registration fee................................... $139,000.00
Accounting fees and expenses .......................... $ 10,000 *
Legal fees and expenses, including Blue Sky fees and
expenses ......................................... $ 70,000 *
Printing and engraving fees............................ $ 15,000 *
Trustee's fees and expenses ........................... $ 15,000 *
Rating agency fees .................................... $ 50,000 *
Miscellaneous.......................................... $ 10,000 *
-----------
Total............................................. $294,000 *
===========
* Estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, empowers a corporation, subject to certain limitations, to indemnify
its directors and officers against the actual and reasonable expenses of
defending litigation against them in their capacities as directors and officers.
Article VI of the By-Laws of the Company provides in terms similar to
those of Section 145 of the Delaware General Corporation Law that the Company
shall have power to indemnify its directors and officers.
Reference is made to Section 6 of the Distribution Agreement filed as
Exhibit 1.1 to this registration statement and Section VIII of the Underwriting
Agreement filed as Exhibit 1.2 hereto pursuant to which the agents may under
certain circumstances indemnify the officers and directors of the Company.
Under the terms of a Directors and Officers Liability and Company
Reimbursement Liability Policy, the directors and officers of the Company are
insured up to an aggregate liability in each policy year of $75,000 per
occurrence, against any loss incurred in connection with any claim made against
them or any of them for any actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted, or any matter not excluded by the terms and conditions of the policy,
claimed against them solely by reason of their being directors or officers of
the Company. The foregoing statements are subject to the detailed provisions of
such policy.
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
- ------ ----------------------
1.1* Form of Distribution Agreement.
1.2* Form of Underwriting Agreement.
4.1 Indenture dated as of July 31, 1989 between GATX Capital Corporation
(formerly named GATX Leasing Corporation) and The Chase Manhattan
Bank (incorporated by reference to Exhibit 4(a) to the Company's
Form S-3 Registration Statement No. 33-30300).
II-1
<PAGE>
4.2 Supplemental Indenture dated as of December 18, 1991 between GATX
Capital Corporation and The Chase Manhattan Bank (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 Corporation and The Chase Manhattan Bank (incorporated by
reference to Exhibit 4.3 to the Company's Form 8-K dated October 15,
1997).
4.4 Third Supplemental Indenture dated as of October 14, 1997 between
GATX Capital Corporation and The Chase Manhattan Bank (incorporated
by reference to Exhibit 4.4 to the Company's Form 8-K dated October
15, 1997).
4.5 Form of Subordinated Indenture (incorporated by reference to Exhibit
4.3 to the Company's Form S-3 Registration Statement No. 333-34879).
4.6* Form of Debt Security.
4.7* Form of Medium-Term Note (Fixed Rate).
4.8* Form of Medium-Term Note (Floating Rate).
5* Opinion of Thomas C. Nord, Esq., Vice President and General Counsel
of GATX Capital Corporation.
12* Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of Thomas C. Nord, Esq., Vice President and General Counsel
of GATX Capital Corporation (included in Exhibit 5).
23.2** Consent of Ernst & Young LLP.
24* Power of Attorney (included on page II-5).
25* Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank.
- ----------
* Previously filed.
** Filed herewith.
II-2
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b), if in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
referred to in Item 15 of this registration statement, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a
II-3
<PAGE>
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(6) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section
310(a) of the Trust indenture Act of 1939 (the "Act") in accordance
with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
(7) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(ii) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco and State of California
on the 23rd day of September, 1999.
GATX CAPITAL CORPORATION
(Registrant)
By: /s/ JESSE V. CREWS
-------------------------------------
Jesse V. Crews, President,
Director and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President, Chief Executive September 23, 1999
- ------------------------------ Officer and Director
Jesse V. Crews (Principal Executive
Officer)
* Senior Vice President and September 23, 1999
- ------------------------------ Chief Financial Officer
Jack F. Jenkins-Stark (Principal Financial
Officer)
* Vice President and September 23, 1999
- ------------------------------ Controller (Principal
Delphine M. Regalia Accounting Officer)
* Chairman of the Board September 23, 1999
- ------------------------------
Ronald H. Zech
* Director September 23, 1999
- ------------------------------
David B. Anderson
* Executive Vice President September 23, 1999
- ------------------------------ and Director
Alan C. Coe
* Director September 23, 1999
- ------------------------------
David M. Edwards
* Executive Vice President September 23, 1999
- ------------------------------ and Director
Kathryn G. Jackson
* By: /s/ THOMAS C. NORD
------------------------
Name: Thomas C. Nord
Title: Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----
1.1* Form of Distribution Agreement.
1.2* Form of Underwriting Agreement.
4.1 Indenture dated as of July 31, 1989 between GATX Capital Corporation
(formerly named GATX Leasing Corporation) and The Chase Manhattan
Bank (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 (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 Corporation and The Chase Manhattan Bank (incorporated by
reference to Exhibit 4.3 to the Company's Form 8-K dated October 15,
1997).
4.4 Third Supplemental Indenture dated as of October 14, 1997 between
GATX Capital Corporation and The Chase Manhattan Bank (incorporated
by reference to Exhibit 4.4 to the Company's Form 8-K dated October
15, 1997).
4.5 Form of Subordinated Indenture (incorporated by reference to Exhibit
4.3 to the Company's Form S-3 Registration Statement No. 333-34879).
4.6* Form of Debt Security.
4.7* Form of Medium-Term Note (Fixed Rate).
4.8* Form of Medium-Term Note (Floating Rate).
5* Opinion of Thomas C. Nord, Esq., Vice President and General Counsel
of GATX Capital Corporation.
12* Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of Thomas C. Nord, Esq., Vice President and General Counsel
of GATX Capital Corporation (included in Exhibit 5).
23.2** Consent of Ernst & Young LLP.
24* Power of Attorney (included on page II-5).
25* Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank.
- ----------
* Previously filed.
** Filed herewith.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Amendment No. 1 to the Registration Statement (Form S-3 No. 333 86879) and
related Prospectus of GATX Capital Corporation for the registration of
$500,000,000 Senior and Subordinated Debt Securities and to the incorporation by
reference therein of our report dated January 22, 1999, with respect to the
consolidated financial statements of GATX Capital Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1998 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
September 20, 1999
