SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 1, 1999
---------------------------------
(Date of earliest event reported)
GATX CAPITAL CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-1661392
- --------------------------------------------------------------------------------
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Four Embarcadero Center
San Francisco, California 94111
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(415) 955-3200
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
Attached is Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 (the "Form T-1") of The Chase Manhattan Bank. The
Form T-1 is issued by The Chase Manhattan Bank in connection with the Indenture
dated as of July 31, 1989, as amended and supplemented, between GATX Capital
Corporation and The Chase Manhattan Bank. The Form T-1 is to be incorporated by
reference to the Registration Statement on Form S-3 (File No. 333-86879) of GATX
Capital Corporation as Exhibit 25.
Item 7. Financial Statements and Exhibits
(c) Exhibits
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Chase Manhattan Bank.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GATX CAPITAL CORPORATION
By: /s/ THOMAS C. NORD
-----------------------------------------
Name: Thomas C. Nord
Title: Vice President and General Counsel
Date: October 1, 1999
2
<PAGE>
EXHIBIT INDEX
GATX CAPITAL CORPORATION
Current Report on Form 8-K
Exhibit No. Description Page No.
- ----------- ----------- --------
25 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of The Chase
Manhattan Bank.
3
EXHIBIT 25
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
- -------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
- ---------------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
- ---------------------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------------------
GATX CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 94-1661392
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
4
<PAGE>
Four Embarcadero Center, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
Medium Term Notes, Series F Due 9 months to 30 years from Date of Issue
(Title of the indenture securities)
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
5
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
6
<PAGE>
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30th day of September, 1999.
THE CHASE MANHATTAN BANK
By /s/ James P. Freeman
-----------------------
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
7
<PAGE>
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30th day of September, 1999.
THE CHASE MANHATTAN BANK
By /s/ James P. Freeman
-----------------------
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1999, in
accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
8
<PAGE>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .......................................... $ 13,119
Interest-bearing balances .................................. 6,761
Securities:
Held to maturity securities ..................................... 892
Available for sale securities ................................... 42,965
Federal funds sold and securities purchased under
agreements to resell ....................................... 32,277
Loans and lease financing receivables:
Loans and leases, net of unearned income ..... $130,602
Less: Allowance for loan and lease losses .... 2,551
Less: Allocated transfer risk reserve ........ 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ..................................... 128,051
Trading Assets .................................................. 41,426
Premises and fixed assets (including capitalized
leases) .................................................... 3,190
Other real estate owned ......................................... 28
Investments in unconsolidated subsidiaries and
associated companies ....................................... 182
Customers' liability to this bank on acceptances
outstanding ................................................ 901
Intangible assets ............................................... 2,010
Other assets .................................................... 14,567
--------
TOTAL ASSETS .................................................... $286,369
========
9
<PAGE>
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ................................................................................ $ 101,979
Noninterest-bearing ................................................................................ $ 42,241
Interest-bearing ................................................................................... 59,738
In foreign offices, Edge and Agreement
subsidiaries and IBF's ............................................................................. 76,395
Noninterest-bearing ................................................................................ $ 4,645
Interest-bearing ................................................................................... 71,750
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................................................ 36,604
Demand notes issued to the U.S. Treasury ........................................................... 1,001
Trading liabilities ................................................................................ 30,287
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ...................................................... 3,606
With a remaining maturity of more than one year through three years ................................ 14
With a remaining maturity of more than three years .......................................... 91
Bank's liability on acceptances executed and outstanding ........................................... 901
Subordinated notes and debentures .................................................................. 5,427
Other liabilities .................................................................................. 11,247
TOTAL LIABILITIES .................................................................................. 267,552
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ...................................................... 0
Common stock ....................................................................................... 1,211
Surplus (exclude all surplus related to preferred stock) .......................................... 11,016
Undivided profits and capital reserves ............................................................. 7,317
Net unrealized holding gains (losses)
on available-for-sale securities ................................................................... (743)
Accumulated net gains (losses) on cash flow hedges ................................................. 0
Cumulative foreign currency translation adjustments ................................................ 16
TOTAL EQUITY CAPITAL ............................................................................... 18,817
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ............................................................... $ 286,369
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
10
<PAGE>
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR. ) DIRECTORS
FRANK A. BENNACK, JR. )
11
