PROSPECTUS
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U.S. $1,015,000,000
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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. $1,015,000,000 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 February 2, 2000
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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
different information. 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.
Unless the context indicates otherwise, the words "GATX Capital," "we,"
"us," "our" and "ours" refer 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
$1,015,000,000. 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 us 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 about us and the securities
offered by this prospectus, 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.
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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.
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 the SEC, are incorporated
by reference in and made a part of this prospectus:
(a) our Annual Report on Form 10-K for the year ended December 31, 1998;
(b) our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999; and
(c) our Current Reports on Form 8-K filed on September 29, 1999 and
October 1, 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
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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 may be described with particularity in the applicable prospectus
supplement or the documents incorporated by reference in this prospectus. 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.
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GATX CAPITAL
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 partnerships and joint ventures. We
actively manage our 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 GATX Capital 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 September 30, 1999, GATX Capital's investment
portfolio of approximately $2.6 billion, before reserves, consisted of
commercial jet aircraft (27%), railroad equipment (14%), information technology
equipment (26%), marine equipment (7%), warehouse and production equipment (4%),
and other equipment (22%).
We had a financial and management interest in 125 aircraft as of September
30, 1999, and orders and options for an additional 52 aircraft. All of the
aircraft portfolio is compliant with Stage 3 noise regulations. GATX Capital
also had a financial and management interest in 960 locomotives and 54,649
railcars as of September 30, 1999. The utilization rate on the operating lease
fleet for our aircraft, locomotives and railcars as of that date was
approximately 100%, 99.6% and 97.3%, 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.
RISK FACTORS
If the applicable prospectus supplement has a section called "Risk
Factors," you should carefully consider the specific risks set forth in that
section before making an investment decision. The risks and uncertainties
described in the applicable prospectus supplement are not the only ones facing
GATX Capital. 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.
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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.
Nine Months
Ended September 30, Year Ended December 31,
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1994 1999 1998 1998 1997 1996 1995
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Ratio of earnings to
fixed charges 1.75x 1.85x 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 we may offer in the future, to which a future prospectus
supplement and pricing supplement, if any, may relate. At the time that we 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 GATX Capital and The Chase Manhattan Bank,
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. A form of the indenture for the
subordinated securities is included as an exhibit to the registration statement
to which this prospectus forms a part. 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 GATX Capital 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 $1,015,000,000 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 GATX Capital. The subordinated securities will
be
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subordinated and junior in right of payment to certain indebtedness of GATX
Capital 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
GATX Capital or the holder of debt securities, or according to
mandatory 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 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;
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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 GATX Capital 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 depositary'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
GATX Capital to the extent set forth in the applicable prospectus supplement and
pricing supplement, if any.
Certain Covenants of GATX Capital 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
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generally accepted accounting principles, in the consolidated financial
statements of GATX Capital 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 GATX Capital 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 defines as the total assets of GATX Capital 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 GATX Capital;
(g) Liens on sublease interests held by GATX Capital if those liens are in
favor of the person granting the lease to GATX Capital;
(h) Various specified governmental liens and deposits;
(i) Various other liens not incurred in connection with the borrowing of
money (including purchase money indebtedness) or the obtaining of advances or
credit; and
(j) Liens incurred in connection with securing performance of letters of
credit, bids, tenders, appeal and performance bonds.
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 GATX Capital) or
purchase or redeem any stock of any class of GATX Capital unless the aggregate
amounts of all such payments and distributions after December 31, 1988 to the
close of a calendar month ended within 60 days next preceding the date of such
payment will not exceed the sum of (i) the total of the accumulated consolidated
net income of GATX Capital 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 GATX Capital after December 31, 1988, (iii) the aggregate
principal
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amount of any indebtedness of GATX Capital which shall have been converted into
the stock of any class of GATX Capital and (iv) $25,000,000. 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,
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 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), any interest on and any additional amounts
payable with respect to the debt securities and the performance and observance
of all of the covenants and conditions of such indenture to be performed or
observed by GATX Capital.
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 the principal of, or any installment of
interest on or any additional amounts payable with respect to, 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
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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;
o Default in the performance or breach of any other covenant or warranty of
GATX Capital 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 GATX
Capital; 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 GATX Capital 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
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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. GATX Capital 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
The Chase Manhattan Bank is the trustee under the senior securities
indenture, as well as certain equipment trust agreements with an affiliate of
GATX Capital. The Chase Manhattan Bank has, and certain of its affiliates may
from time to time have, substantial banking relationships with GATX Capital and
certain of its affiliates, including GATX.
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 GATX Capital and perform other services for GATX
Capital 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 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.
If we sell the debt securities through agents, unless otherwise indicated
in the related prospectus supplement, each agent will be acting on a reasonable
best efforts basis for the period of its appointment. If we sell the debt
securities to underwriters, unless otherwise indicated in the related prospectus
supplement, the obligations of the underwriters to purchase the debt securities
will be subject to customary conditions and the underwriters will be obligated
to purchase all the debt securities of the series offered if any of the debt
securities of that series are purchased.
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In connection with the sale of the debt securities, underwriters, dealers
or agents may receive compensation from GATX Capital 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 GATX Capital 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 GATX Capital, underwriters,
dealers and agents may be entitled to indemnification by GATX Capital 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.
Some of the underwriters, dealers or agents and their respective affiliates
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 Cleary, Gottlieb,
Steen & Hamilton will pass on certain legal matters 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.
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