<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GATX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
GATX CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- -------------------------
1Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2
GATX CORPORATION
500 WEST MONROE STREET
CHICAGO, IL 60661
312-621-6200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------
To our Shareholders:
The Annual Meeting of the Shareholders of GATX Corporation will be held at
the Company's principal office on the 42nd Floor, 500 West Monroe Street,
Chicago, Illinois 60661, on Friday, April 22, 1994, at 9:00 A.M., for the
purposes of:
1. electing directors;
2. approving the appointment of independent auditors for the year
1994; and
3. transacting such other business as may properly come before the
meeting.
Only holders of Common Stock, both series of $2.50 Cumulative Convertible
Preferred Stock and $3.875 Cumulative Convertible Preferred Stock of record at
the close of business on March 4, 1994 will be entitled to vote at this meeting
or any adjournment thereof.
If you do not expect to attend in person, it will be appreciated if you
will promptly vote, sign, date and return the enclosed proxy.
Paul A. Heinen
Secretary
March 11, 1994
<PAGE> 3
[LOGO]
GATX CORPORATION
500 WEST MONROE STREET
CHICAGO, IL 60661
312-621-6200
March 11, 1994
PROXY STATEMENT
------------------
GENERAL
The enclosed proxy is solicited by the Board of Directors of GATX
Corporation (the "Company") and may be revoked at any time prior to its exercise
by any shareholder giving such proxy. A proxy may be revoked by duly executing a
subsequent proxy relating to the same shares or by attending the Annual Meeting
and voting in person. All shares represented by the proxies received and not
revoked will be voted at the meeting.
All expenses in connection with the solicitation of this proxy will be paid
for by the Company. In addition to solicitation by mail, the Company has
retained Chemical Bank to solicit proxies on behalf of the Board of Directors
for a fee not to exceed $6,000 plus reasonable out-of-pocket expenses and
disbursements. Chemical Bank may solicit proxies by mail, telex, telegraph or
personal call. In addition, officers, directors and regular employees of the
Company, who will receive no extra compensation for their services, may solicit
proxies by mail, telex, telephone, telegraph or personal call. The Annual Report
for the year 1993, including financial statements, was mailed to all
shareholders together with this proxy statement on or about March 11, 1994.
VOTING SECURITIES
Only holders of Common Stock, both series of $2.50 Cumulative Convertible
Preferred Stock and $3.875 Cumulative Convertible Preferred Stock of record at
the close of business on March 4, 1994 will be entitled to vote at the meeting.
As of that date there were 19,809,722 shares of the Common Stock, 45,321 shares
of the $2.50 Cumulative Convertible Preferred Stock and 3,395,000 shares of the
$3.875 Cumulative Convertible Preferred Stock of the Company issued and
outstanding. Each share is entitled to one vote. New York law and the Company's
bylaws require the presence in person or by proxy of shares representing a
majority of the votes entitled to be cast at the annual meeting in order to
constitute a quorum for the annual meeting. Shares represented at the meeting
but as to which votes are withheld from director nominees or which abstain as to
other matters, and shares held by brokers for their customers and represented at
the meeting but as to which the brokers have received no voting instructions
from their customers and thus do not have discretion to vote on certain matters
("broker non-votes"), will be counted in determining whether a quorum has been
attained.
1
<PAGE> 4
Assuming that a quorum is present, the election of directors will require a
plurality of the votes cast and ratification of auditors will require a majority
of the votes cast, with the result that shares as to which votes are withheld or
which abstain from voting on any matter and broker non-votes will not be counted
and thus will not affect the outcome of any matter voted on at the meeting.
ELECTION OF DIRECTORS
Ten directors are to be elected each for a term of one year, to serve until
the next annual meeting of shareholders or until their successors are elected
and qualified. Unless specified to be voted otherwise, each proxy will be voted
for the election of the nominees named below. All of the nominees have consented
to serve as directors, if elected. If, at the time of the Annual Meeting, any
nominee is unable or declines to serve, the proxies may be voted for any other
person who shall be nominated by the present Board of Directors to fill the
vacancy, or the Board may be reduced accordingly. Shareholders do not have
cumulative voting rights with respect to the election of directors. Directors
shall be elected by a plurality of the votes cast at the Annual Meeting by the
holders of shares entitled to vote in the election and the outcome of the
election will, therefore, not be affected by shares that abstain or withhold
authority to vote in the election or by broker non-votes.
NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Owned as of
Director March 4,
Name and Principal Occupation Age Since 1994(1)
- -------------------------------------------------------- --- ----- ------------
<S> <C> <C> <C>
W. R. Christopherson.................................... 68 1977 600
Retired; Former Chairman of the Board and Chief
Executive Officer, Northern Trust Corporation
Franklin A. Cole........................................ 67 1984 2,000
Chairman of the Board, Croesus Corporation
James W. Cozad.......................................... 67 1976 400
Retired; Former Chairman of the Board and Chief
Executive Officer, Whitman Corporation
Robert J. Day........................................... 69 1984 400
Retired; Former Chairman of the Board and Chief
Executive Officer, USG Corporation
James L. Dutt........................................... 69 1980 400
Chairman of the Board, Stratxx Ltd.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Owned as of
Director March 4,
Name and Principal Occupation Age Since 1994(1)
- -------------------------------------------------------- --- ----- ------------
<S> <C> <C> <C>
Deborah M. Fretz........................................ 45 1993 100
President, Sun Pipe Line Company and Sun Marine
Terminals
Richard A. Giesen....................................... 64 1982 700
Chairman of the Board and Chief Executive Officer,
Continental Glass & Plastic, Inc.
James J. Glasser........................................ 59 1974 294,831(2)
Chairman of the Board, President and Chief Executive
Officer of the Company
Charles Marshall........................................ 64 1989(3) 4,000
Retired; Former Vice Chairman of the Board, American
Telephone and Telegraph Company
Michael E. Murphy....................................... 57 1990 1,000
Vice Chairman, Chief Financial and Administrative
Officer, Sara Lee Corporation
</TABLE>
- ---------------
(1) Unless otherwise indicated, each nominee either possesses sole voting and
investment power with respect to this stock or shares such powers with a
spouse. No nominee except Mr. Glasser beneficially owned directly or
indirectly more than 1% of the Company's outstanding Common Stock. Marcia
Thompson, who has been a director of the Company since 1976, is not standing
for re-election as she has reached the age of mandatory retirement. Mrs.
Thompson owns 292 shares of the Company's Common Stock. The Company's
nominees for election for director and its executive officers as a group
beneficially owned 429,464 shares (2.17%) of the Company's outstanding
Common Stock, including 239,500 shares which may be obtained by exercise of
previously granted options within 60 days of March 4, 1994 and no preferred
shares.
(2) This includes 150,000 shares Mr. Glasser has the right to acquire under
outstanding stock options issued under the Company's Long Term Incentive
Compensation Plan. This also includes 2,304 shares held by Mr. Glasser as
trustee under revocable trusts with respect to which Mr. Glasser disclaims
any beneficial ownership. Subject to the foregoing, Mr. Glasser beneficially
owned 1.49% of the Company's outstanding shares of Common Stock.
(3) Mr. Marshall previously served as a director of the Company from 1978 to
1982.
3
<PAGE> 6
ADDITIONAL INFORMATION CONCERNING NOMINEES
Mr. Christopherson retired in May, 1990 as Chairman of the Board of
Northern Trust Corporation, a bank holding company, and its subsidiary, The
Northern Trust Company, having served in that position from December, 1984. He
served as its Chief Executive Officer as well until December, 1989. Mr.
Christopherson is a director of Ameritech Corporation, formerly known as
American Information Technologies Corporation, Encyclopaedia Britannica Inc.,
and The Quaker Oats Company.
Mr. Cole was elected Chairman of the Board of Croesus Corporation, a
private investment and investment management company, in November, 1984. Mr.
Cole is also a director of American National Bank & Trust Company of Chicago,
American National Corporation, Aon Corporation, CNA Income Shares, Inc., Peoples
Energy Corporation and Duff & Phelps Utilities Income Inc.
Mr. Cozad retired in May, 1992 as Chairman of the Board and Chief Executive
Officer of Whitman Corporation, a diversified consumer and commercial products
company, having served in that position since January of 1990. Prior to that
time Mr. Cozad served as Vice Chairman of the Board of Amoco Corporation,
formerly known as Standard Oil Company (Indiana), from September, 1983. Mr.
Cozad is a director of Whitman Corporation, Sears, Roebuck & Company, Inland
Steel Industries, Inc. and its subsidiary, Inland Steel Company, and Eli Lilly &
Co.
Mr. Day retired in May, 1990 as Chairman of the Board of USG Corporation,
formerly known as United States Gypsum Company, an international manufacturer of
building materials and industrial products. He was elected to that position in
June, 1985 and served as its Chief Executive Officer as well until January,
1990. He is a director of CBI Industries Inc. and Duff & Phelps Utilities Income
Inc.
Mr. Dutt has served as Chairman of the Board of Stratxx Ltd., a management
counseling firm, since August, 1985. Mr. Dutt is also a director of McDermott
International, Inc.
Ms. Fretz was named President of Sun Pipe Line Company and Sun Marine
Terminals, which transport and store crude oil and refined petroleum products
for Sun Company and other energy companies, in October 1991. She previously
served as Director of Wholesale Fuels Marketing and Distribution of the Sun
Company, an energy company, from September 1988 to October 1991.
Mr. Giesen was elected Chairman of the Board and Chief Executive Officer of
Continental Glass and Plastic, Inc., a packaging distribution company, in
August, 1988. Since 1988, he has served also as Chairman and Chief Executive
Officer of Continental's parent, Continere Corporation. Mr. Giesen is also a
director of Stone Container Corporation and Clark Foodservice, Inc.
4
<PAGE> 7
Mr. Glasser was elected Chairman of the Board and Chief Executive Officer
of the Company in August, 1978 and was re-elected President of the Company in
December, 1987, having previously served as President of the Company from
October, 1974 until May, 1979. Mr. Glasser is also a director of B. F. Goodrich
Company, Stone Container Corporation, Bank of Montreal, and its subsidiaries,
Harris Bankcorp, Inc. and Harris Trust and Savings Bank, and two of the
Company's subsidiaries, General American Transportation Corporation and GATX
Capital Corporation.
Mr. Marshall retired as Vice Chairman of the Board of American Telephone
and Telegraph Company in June, 1989. He served as Chairman and Chief Executive
Officer of AT&T Information Systems, a subsidiary of AT&T, from January, 1984 to
May, 1985, when he was elected Vice Chairman of AT&T. Mr. Marshall is a director
of Hartmarx Corporation, Sonat, Inc., Ceridian Corporation, formerly known as
Control Data Corporation, Grumman Corporation, Sundstrand Corporation and Zenith
Electronics Corporation.
Mr. Murphy was elected Vice Chairman, Chief Financial and Administrative
Officer of Sara Lee Corporation, a diversified manufacturer of packaged food and
consumer products, in July, 1993. Mr. Murphy previously served as Executive Vice
President, Chief Financial and Administrative Officer of Sara Lee Corporation
since 1979. Mr. Murphy is also a director of Sara Lee Corporation.
COMMITTEES OF THE BOARD
The Company's Audit Committee members are Messrs. Marshall (Chairman),
Christopherson and Murphy, and Mss. Fretz and Thompson. The committee's
functions include: (i) recommending to the Board of Directors the appointment of
the Company's independent auditors; (ii) reviewing and approving in advance of
each year the audit and non-audit services and fees of such auditors; (iii)
meeting separately and privately with the independent auditors and the Company's
internal auditors to insure that the scope of their activities has not been
restricted, and to consider other matters generally pertaining to their audits;
(iv) reviewing the adequacy of internal financial and accounting controls and
the results of the independent and internal auditors' audits thereof; (v)
reviewing matters relating to corporate financial reporting and accounting
policies and procedures; (vi) ensuring that management and independent
accountants perform a proper review of quarterly results prior to public
release; and (vii) reporting its findings on any of the above to the Board of
Directors, as appropriate. During 1993, there were two meetings of the Audit
Committee.
The Company's Compensation Committee members are Messrs. Cole (Chairman),
Cozad, Day, Dutt and Giesen. The committee's functions include reviewing and
approving for or recommending to the Board of Directors the compensation of
elected officers, subsidiary presidents and other key management personnel of
the Company and reviewing and approving management proposals regarding key
personnel incentive plans and stock option and/or
5
<PAGE> 8
stock equivalent plans. During 1993, there were five meetings of the
Compensation Committee.
The Company's Nominating Committee members are Messrs. Cozad (Chairman),
Cole, Giesen and Marshall. Mr. Glasser is an ex-officio member of the committee.
The committee's functions include: (i) recommending to the Board of Directors
nominees for election as Director; (ii) reviewing the performance of all members
of the Board of Directors in their capacities as Directors, including attendance
and contributions to the Board of Directors deliberations, and making such
recommendations to the Board of Directors as may be appropriate; (iii)
recommending appointments to all Board Committees; (iv) reviewing and approving
acceptance of any outside directorship or trusteeship by senior Company
officers; and (v) making such recommendations to the Board of Directors as it
may deem appropriate from time to time with respect to the size and makeup of
the Board of Directors and related matters. During 1993, the Nominating
Committee held three meetings. The committee will consider nominees recommended
by shareholders of the Company. Such nominations should be submitted to the
Nominating Committee, c/o Paul A. Heinen, Esq., 500 West Monroe Street, Chicago,
Illinois 60661, with a complete resume of the candidate's qualifications and
background as well as a written statement from the candidate consenting to be a
nominee and, if nominated and elected, to serve as director.
The Company's Retirement Funds Review Committee members are Messrs. Murphy
(Chairman), Christophersen, Day and Dutt, and Mss. Fretz and Thompson. The
committee's functions include: (i) monitoring overall investment performance and
receiving reports from the Company's Retirement Funds Investment Committee
pertaining thereto; (ii) approving recommended changes in broad asset
allocation; (iii) approving recommended changes of investment managers; and (iv)
approving recommended selections of trustees for the retirement plans. During
1993, there were two meetings of the Retirement Funds Review Committee.
During 1993, there were six meetings of the Board of Directors of the
Company: the regular annual meeting and five special meetings. Each director
attended at least 75% of the meetings of the Board and committees of which the
director was a member held during 1993.
COMPENSATION OF DIRECTORS
Each non-officer director receives an annual retainer of $24,000, which is
prorated quarterly for a term of less than one year, a Board meeting attendance
fee of $750 and a committee meeting attendance fee of $750 for each meeting of a
committee of the Board of which the director is a member. The chairman of each
committee receives $1,250 for each meeting attended. The Company maintains a
Deferred Fee Plan whereby each non-officer director may elect to defer receipt
of the director's retainer, meeting fee, or both. The amount so deferred
accumulates interest at a rate equal to the 20-year U.S. government bond rate.
One director has elected to participate in this plan for 1994.
6
<PAGE> 9
Directors who participated in the Executive Deferred Income Plans ("EDIPs";
see page 13) who remain on the Board of directors until age 65 will be entitled
to payments in amounts which will provide the participant with a maximum yield
of 24% on the fees deferred, with the exact yield dependent upon the age of the
director at the time of his or her participation. Participants who resign their
directorships before age 65 will receive a single payment in the amount of the
fees deferred, plus interest at 10%. If (a) a participant terminates his or her
membership on the Board during the two year period following a "change in
control" of the Company (as described below) other than by reason of retirement,
death, disability or a violation of certain provisions of the EDIPs, or (b)
prior to such event the director has (i) terminated his or her membership on the
board and (ii) reached age 65, the Compensation Committee may, if the director
has executed the amendment to the EDIPs referred to on page 13, direct that the
participant receive a single payment in the amount of the fees deferred, plus
interest, less any amount previously paid under the EDIPs, in lieu of the
scheduled annual payments.
The Company has purchased, and is the sole owner and beneficiary of, life
insurance on the lives of participants in amounts that, in the aggregate, are
expected to cover all of the Company's liabilities under the EDIPs absent a
change in the federal tax laws.
During 1993, pursuant to fee deferrals previously made under the 1984 EDIP
and 1985 EDIP and applicable interest thereon, Mr. Cozad received $28,341.
Non-employee directors of the Company are eligible to participate in the
Director Retirement Program adopted by the Company during 1992. Under the terms
of the program, a non-employee director who has a minimum service of five years
on the Board is entitled to receive annual payments equal to the amount of the
director's retainer payable at the time of the director's retirement from the
Board. The number of payments are equal to the number of years the director
served on the board, to a maximum of ten years. Payments begin at age 70,
irrespective of the date on which the director retires, and will be made to the
director's surviving spouse should the director die prior to the expiration of
the payment term.
7
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The Company's executive officers participate in various incentive
compensation programs more fully described below under the caption "Compensation
Committee Report on Executive Compensation". The table below sets forth the
annual and long-term compensation paid or deferred by the Company to or for the
account of the chief executive officer and each of the other four most highly
compensated executive officers for the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------------
Annual Compensation Awards Payouts
---------------------------------- ------------- -------------
Securities
Other Annual Underlying All Other
Name and Salary Bonus Compensation Options/SARs LTIP Payouts Compensation
Principal Position Year ($) ($)(1) ($) (# of shares) ($) ($)(2)
- -------------------------- ----- -------- -------- -------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
James J. Glasser -- 1993 610,008 313,697 65,338 30,000 0 41,559
Chairman of the Board, 1992 587,508 0 65,338 30,000 0 34,743
President and Chief 1991 565,008 276,543 30,000 312,048
Executive Officer
Paul A. Heinen -- 1993 322,500 138,713 34,998 12,000 0 26,909
Vice President, General 1992 309,375 67,479 33,631 12,000 0 22,585
Counsel and Secretary 1991 297,500 110,017 12,000 124,482
John F. Chlebowski, Jr. -- 1993 245,000 105,381 14,716 10,000 0 4,497
Vice President, Finance 1992 236,004 51,476 15,862 10,000 0 4,364
and Chief Financial 1991 206,004 76,181 10,000 94,719
Officer
Roland I. Finkelman -- 1993 200,004 86,025 28,553 0 0 45,063
Vice President, Human 1992 185,004 40,352 23,965 7,000 0 15,455
Resources 1991 177,504 65,641 7,000 78,433
Ralph L. O'Hara -- 1993 149,606 57,942 10,395 2,500 N/A 4,482
Controller 1992 144,882 31,798 10,395 2,500 N/A 4,338
1991 136,671 49,545 2,500 N/A
</TABLE>
- ---------------
(1) Amounts reflect bonus payments earned in the years set forth opposite the
specified payments, and paid in February of the following year.
(2) Includes contributions made by the Company to the Company's Salaried
Employees Retirement Savings Plan (the "Savings Plan") in the amount of
$4,497 for Messrs. Glasser, Heinen, Chlebowski and Finkelman and $4,482 for
Mr. O'Hara plus, in the case of Messrs. Glasser, Heinen and Finkelman,
above-market amounts earned, but not currently payable, on compensation
previously deferred under the Company's 1987 Executive Deferred Income Plan
in the amounts of $37,062, $22,412 and, $13,642 respectively. Also includes
$26,924 in vacation pay awarded to Mr. Finkelman in connection with his
retirement from the Company on January 1, 1994.
8
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The table below sets forth information concerning individual grants of
stock options made during 1993 to each of the named executive officers.
<TABLE>
<CAPTION>
Potential Realizable
Value at
Individual Grants Assumed Annual
- ---------------------- ------------------------------------------------------- Rates of
Number of Stock Price
Securities % of Total Appreciation
Underlying Options/SARs for Option
Options/SARs Granted to Exercise or Term(3)
Granted Employees in Base Price Expiration ----------------------
Name (#)(1) Fiscal Year ($/Share)(2) Date 5% ($) 10% ($)
- ---------------------- ------------- ------------ ------------ ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
James J. Glasser........ 30,000 10.5% 37.6875 10/28/03 711,044 1,801,925
Paul A. Heinen.......... 12,000 4.2% 37.6875 10/28/03 284,418 720,770
John F. Chlebowski, Jr.. 10,000 3.5% 37.6875 10/28/03 237,015 600,642
Ralph L. O'Hara......... 2,500 0.9% 37.6875 10/28/03 59,254 150,160
</TABLE>
- ---------------
(1) All stock options may be exercised in full commencing on October 28, 1994.
(2) The exercise price is equal to the average of the high and low price of the
Company's Common Stock on the New York Stock Exchange on the date of grant.
(3) The dollar amounts under these columns are the result of calculations at
assumed annual rates of appreciation of 5% and 10% as prescribed by the
proxy rules of the Securities and Exchange Commission, for the ten year term
of the stock options and, therefore, are not intended to forecast possible
future appreciation, if any, of the Company's stock price. No gain to the
optionees is possible without an increase in the price of the stock, which
will benefit all shareholders commensurately. A zero percent gain in the
price of the stock will result in no gain for the optionee.
9
<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The table below sets forth certain information concerning the exercise of
stock options during 1993 by each of the named executive officers, the number of
unexercised options and the 1993 year-end value of such unexercised options
computed on the basis of the difference between the exercise price of the stock
option and the closing price of the Company's Common Stock at year-end ($40.75).
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-
Shares Options/SARs at Fiscal the-Money Options/SARs at
Acquired on Year-End (#) Fiscal Year-End ($)
Exercise Value ---------------------------- ----------------------------
Name (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James J. Glasser........ 0 0 170,000 30,000 2,667,125 91,875
Paul A. Heinen.......... 20,000 287,915 24,000 12,000 336,000 36,750
John F. Chlebowski, Jr.. 0 0 20,000 10,000 280,000 30,625
Roland I. Finkelman..... 0 0 32,000 0 476,305 0
Ralph L. O'Hara......... 2,000 43,031 11,000 2,500 163,435 7,656
</TABLE>
- ---------------
(1) Amounts represent the aggregate before-tax dollar value realized upon the
exercise of stock options as measured by the difference between the exercise
price of the stock option and the market value of the Company's Common Stock
on the date of exercise of such option.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
The table below sets forth certain information regarding long-term
incentive plan awards (expressed in number of units each representing a share or
share equivalent of Common Stock) made to certain named executive officers
during 1993:
<TABLE>
<CAPTION>
Estimated Future
Payouts Under
Number of Performance Non-Stock Price-Based
Shares, or Other Plans(1)
Units or Period Until ----------------------
Other Rights Maturation or Target Maximum
Name (#) Payout (#) (#)
- ------------------------------------------ ------------ ------------- ------ -------
<S> <C> <C> <C> <C>
James J. Glasser.......................... 3,389 1993-5 3,389 10,167
Paul A. Heinen............................ 1,343 1993-5 1,343 4,029
John F. Chlebowski, Jr.................... 983 1993-5 983 2,949
Roland I. Finkelman....................... 834 1993-5 834 2,502
</TABLE>
- ---------------
(1) Payouts are based on the Company achieving preestablished levels of return
on common equity ("ROE") and are paid in Common Stock and cash following
completion of the performance period. No payout will be made unless a target
level of performance is achieved. The target amount, plus an amount equal to
reinvested dividends, will be earned if 100% of target ROE is achieved; the
maximum amount plus an amount equal to additional units representing
reinvested dividends, will be earned if target ROE is exceeded by a
specified amount.
10
<PAGE> 13
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
The Company entered into agreements with Messrs. Glasser, Heinen,
Chlebowski and O'Hara as of January 1, 1992, which provide certain benefits upon
termination of employment after a "change of control" of the Company. All
agreements provide for employment with the Company at salaries to be determined
from time to time by the Board of Directors and with incentive compensation and
employee benefits commensurate with the executives' salaries and positions. Each
agreement provides that the executive's employment may be terminated at will by
the Company but, if terminated or "constructively terminated" within two years
following a "change of control" for any reason other than cause or the
executive's death, retirement or disability, the executive will be entitled to:
(A) a lump sum payment equal to (a) twice his annual salary plus (b) the bonus
that would have been payable for the year in which termination or constructive
termination occurs (assuming a bonus of 100% of target under the Management
Incentive Compensation Plan ("MICP") or any comparable successor thereto), less
other payments made in accordance with the Company's standard severance policy;
(B) continued participation in the Company's medical, disability and life
insurance plans for up to two years after termination; (C) financial counseling
and tax preparation services; (D) reimbursement for outplacement services; (E)
retirement income benefit equal to the difference between (i) the monthly
retirement benefits the executive would have received if employment had
terminated two years after actual termination and accordingly the executive had
accumulated two additional years of credited service under the Company's
retirement plans at the same compensation (including an amount equal to the
average of the bonuses paid during the five year period preceding termination
which may be considered for purposes of calculating the pension benefit) in
effect on the date of termination, and (ii) any monthly retirement benefits
actually received, commencing no sooner than two years after termination and
payable at the same time and in the same manner as the executive's other
retirement benefits; and (F) if any payment made under the agreements
constitutes an "excess parachute payment" under section 280G of the Internal
Revenue Code of 1986, an additional amount (the "Gross-Up Amount") which, after
payment of all Federal and state income taxes thereon and payment of the excise
tax on the Gross-Up Amount, will be equal to the excise tax payable by the
executive on such excess parachute payment. "Cause" means a willful and material
breach of employment obligations likely to materially damage the Company;
"change of control" occurs upon: (1) receipt by the Company of a Schedule 13D
confirming that a person or group owns beneficially 20% or more of the Company's
stock; (2) any purchase under a non-Company tender or exchange offer following
which the offeror owns beneficially 20% or more of the Company's stock; (3)
shareholder approval of any merger in which the Company is not the surviving
corporation or survives only as a subsidiary of another corporation,
consolidation or sale of all, or substantially all, of the Company's assets; and
(4) a change in the majority of the Board of Directors of the Company not
recommended by the incumbent directors; and "constructive termination" includes,
unless otherwise agreed to
11
<PAGE> 14
by the executive, a significant reduction in the nature or scope of authority,
duties or responsibilities, a material change in location, a reduction in
perquisites or compensation, the imposition of unreasonable travel requirements,
a diminution in employee welfare plans, a diminution in eligibility to
participate at the same level in bonus, stock option and other similar plans or
a reasonable determination by the executive that a change in circumstances
affecting the Company or its management prevents the executive from effectively
exercising his authorities, duties, functions and responsibilities. The
appropriate maximum amount payable under each of the foregoing agreements
(excluding the Gross-Up Amount, if any, payable thereunder, which is not
determinable at this time) on the date hereof, is as follows: Mr. Glasser
($1,413,602); Mr. Heinen ($923,335); Mr. Chlebowski ($699,056); Mr. O'Hara
($421,145).
Messrs. Glasser, Heinen, Chlebowski and O'Hara also participate in the
Company's Long Term Incentive Compensation Plan ("LTICP") under which the
Company's executive officers and certain key employees may receive Stock
Options, Stock Appreciation Rights ("SARs"), Restricted Stock Rights, Restricted
Common Stock, Performance Awards and Individual Performance Units ("IPUs"). The
LTICP provides for a special acceleration of awards upon a "change of control"
as described above. Upon the occurrence of such event, (i) all outstanding Stock
Options and SARs held by executive officers for a period of six months become
immediately exercisable; (ii) optionees will have the right for a period of
thirty days following such event to have the Company purchase or to exercise for
cash (a) Non-Qualified Stock Options (granted without SARs) and SARs (granted in
tandem with Non-Qualified Stock Options) at a per share price (the "Acceleration
Price") equal to the excess over the option price of the highest of (1) the
highest reported price of the Company's Common Stock in the prior sixty days,
(2) the highest price included in any report on Schedule 13D referred to above
paid within the prior sixty days, (3) the highest tender offer price paid and
(4) the fixed formula per share price in any merger, consolidation or sale of
all or substantially all of the Company's assets, and (b) incentive stock
options granted without SARs and SARs granted in tandem with incentive stock
options at a per share price equal to the difference between the then fair
market value of the Common Stock and the option price, provided, however, that
during such thirty day period the Company may purchase any such incentive stock
option or SAR at the Acceleration Price; (iii) all Restricted Stock Rights which
have been outstanding for at least six months will be immediately exchanged for
Common Stock and all Restricted Common Stock held by the Company for
participants will be distributed free of any further restrictions, together with
all accumulated interest, dividends and dividend equivalents, and all earned
Performance Awards; and (iv) all IPUs shall be immediately redeemed on the same
basis as if the Company's performance goal (as hereinafter described) had been
achieved, and for purposes of calculating the redemption value, the fair market
value of the Company's Common Stock will be equal to the average price of the
Common Stock during the five business days immediately preceding such event.
12
<PAGE> 15
The Company adopted Executive Deferred Income Plans effective September 1,
1984 (the "1984 EDIP"), July 1, 1985 (the "1985 EDIP") and December 1, 1987 (the
"1987 EDIP") (collectively the "EDIPs"). The EDIPs permitted directors to defer
receipt of their fees and certain employees (including executive officers of the
Company) to defer receipt of up to 20% of their annual base salaries from
compensation earned during the year following the effective date of the EDIP
pursuant to participation agreements entered into between the Company and each
participant. EDIP participants have been offered an opportunity to amend their
participation agreements to provide that the Compensation Committee, within ten
days following a "change of control" as described above, will determine whether
agreements with participants who have accepted the amendment will either (a)
continue to provide for the payment of benefits thereunder in installments as
described in the agreement or (b) terminate and provide a single lump sum
payment to participants.
EMPLOYEE BENEFIT PLANS
NON-CONTRIBUTORY PENSION PLAN FOR SALARIED EMPLOYEES
The Company's Non-Contributory Pension Plan for Salaried Employees (the
"Pension Plan") covers salaried employees of the Company and most of its
domestic subsidiaries. Subject to certain limitations imposed by law, pensions
are based on years of service and average monthly compensation during (i) the 5
consecutive calendar years of highest compensation during the last 15 calendar
years preceding retirement or the date on which the employee terminates
employment or (ii) the 60 calendar months preceding retirement or the date on
which the employee terminates employment, whichever is greater. Illustrated
below are estimated annual benefits payable upon retirement to salaried
employees, including executive officers, assuming normal retirement at age 65,
without giving effect to the limitations set forth below. Benefits are
calculated on a straight life annuity basis but the normal form of payment is a
qualified joint and survivor pension. Benefits under the Pension Plan are not
subject to any deduction for Social Security or other offset amounts.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION BENEFITS
AVERAGE ANNUAL ---------------------------------------------------------------------------
COMPENSATION FOR 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
APPLICABLE PERIOD ($) SERVICE ($) SERVICE ($) SERVICE ($) SERVICE ($) SERVICE ($)
- --------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
200,000 47,129 62,839 78,549 94,259 109,968
400,000 96,629 128,839 161,049 193,259 225,577
600,000 146,129 194,839 243,549 292,259 340,969
800,000 195,629 260,839 326,049 391,259 456,468
1,000,000 245,129 326,839 408,549 490,259 571,969
1,200,000 294,629 392,839 491,049 589,259 687,469
1,400,000 344,129 458,839 573,549 688,259 802,968
</TABLE>
Compensation covered by the Pension Plan will be the amounts shown in the salary
and bonus columns in the Summary Compensation Table. Annual benefits in excess
of certain limits
13
<PAGE> 16
imposed by the Employee Retirement Income Security Act of 1974 ("ERISA") or the
Code on payments from the Pension Plan will be paid by the Company under its
Excess Benefit Plan and Supplemental Retirement Plan. Such amounts are included
in the above table.
While normal retirement age is 65, employees with at least 15 years of
service may retire as early as age 55, but retirement prior to age 62 may result
in an actuarially reduced pension and retirement prior to age 65 may result in
an adjustment to benefits as required by applicable federal regulations. An
employee with at least 5 years of service credit, whose employment is terminated
prior to retirement for any reason, is entitled to a deferred vested pension or,
in the event of death prior to commencement of such benefit, a qualified
survivor benefit payable to the employee's spouse. If an employee with at least
15 years of service credit dies prior to retirement, the employee's spouse is
entitled to an immediate pension equal to 50% of the amount of the employee's
accrued benefit.
The executive officers named in the Cash Compensation Table have the
following credited years of service: Mr. Glasser, 32 years; Mr. Heinen, 12
years; Mr. Chlebowski, 11 years; and Mr. O'Hara, 11 years. In addition, the
Company has entered into an agreement with Mr. Heinen providing for eight years
of additional service credit.
EXCESS BENEFIT PLAN
The Company's Excess Benefit Plan covers salaried employees of the Company
and employees of most of its domestic subsidiaries whose benefits under the
Pension Plan and/or Savings Plan are subject to reduction because of the limits
imposed by ERISA or the Internal Revenue Code, and provides that the Company
will pay an employee the difference between the benefits the employee receives
from the Pension Plan and the Savings Plan and the benefits the employee would
have received in the absence of these limitations. Amounts payable under the
Excess Benefit Plan are included in the above table.
SUPPLEMENTAL RETIREMENT PLAN
The Supplemental Retirement Plan covers all participants in the EDIPs whose
benefits were subject to reduction because their deferred compensation was not
included in compensation for purposes of the Pension Plan, and provides that the
Company will pay a participant the difference between certain of the benefits
the participant receives under the Pension and Excess Benefit Plans and the
benefits the participant would have received under such plans absent
participation in the EDIPs. ERISA imposes limits on the level of compensation
(currently $150,000) that may be considered in computing benefits under the
Pension Plan. As a result of this limitation, certain executive officers will
not receive the level of benefits under the Pension Plan to which they otherwise
would have been entitled. In order to offset the reduction in benefits, the
Supplemental Retirement Plan provides benefits in amount equal to the difference
between the benefits that the executive would have received absent the imposed
14
<PAGE> 17
limitation and the benefits the executive will actually receive under the
Pension Plan. Amounts payable under the Supplemental Retirement Plan are
included in the above table.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION POLICY AND OBJECTIVES
The Company's policy is to provide a competitive and balanced total
compensation program which is structured to attract, retain and motivate highly
qualified management personnel and to align management interests with those of
the Company's shareholders. This policy has been developed under the supervision
of the Compensation Committee of the Board of Directors which periodically
reviews the policy and oversees its implementation.
The principal components of the total compensation program for executive
officers of the Company are base salary, annual incentive awards provided under
the MICP, and long-term incentive awards provided under the LTICP. The
Compensation Committee annually reviews and approves the Company's salary levels
and the design of the MICP and LTICP, and regularly evaluates the Company's
total compensation program to assure that it adequately reflects the manner and
level of compensation deemed appropriate for the executive officers of the
Company.
Competitive compensation levels are determined based on analyses of annual
and long-term pay data reported in: (i) nationally recognized compensation
surveys of companies of comparable revenue size in a diversified group of
industries and (ii) the proxy statements of the companies in the Peer Group (as
hereinafter defined), adjusted through regression analysis for the Company's
revenue and asset size. The Peer Group and the groups of companies in the
compensation surveys are hereinafter collectively referred to as the
"Comparative Groups". It is believed that the Comparative Groups represent a
good cross-section of executive talent, and that a review of the compensation
practices of these companies is more relevant than a review of such practices
(a) in either sample alone, or (b) in companies that might be considered more
direct competitors of the Company, most of which are privately-held or
subsidiaries of larger organizations. Each component of the compensation program
described in the preceding paragraph is targeted at the middle range of
competitive practices for each executive position. In any given year, actual
compensation levels may be greater or less than average competitive levels based
on Company and/or individual performance.
BASE SALARIES
The base salaries of the Company's executive officers are targeted at the
average base salary levels of executives of the Comparative Groups with
comparable responsibilities. Salary adjustments for executive officers of the
Company earning base salaries of $150,000 or more are considered by the
Compensation Committee every 18 months, and salary adjustments for
15
<PAGE> 18
other executive officers are considered every 12 months. In each case, salary
adjustments are based on the performance and contribution of each executive
officer over the review period and an analysis of the salary practices of the
Comparative Groups for positions of similar responsibilities. Mr. Glasser was
paid a base salary of $610,000 in 1993, consistent with the criteria previously
described. Mr. Glasser's base salary was last adjusted in July, 1992 and will
not be reviewed again until July, 1995.
ANNUAL INCENTIVE COMPENSATION
Executive officers and key managers of the Company are eligible to
participate in the MICP. The MICP promotes the Company's pay for performance
policy by providing annual cash payments to executives based upon achieving
Company and individual performance goals. Target incentive awards are paid when
financial or a combination of financial and individual performance objectives
are achieved.
Each year, the Compensation Committee establishes minimum, target and
maximum financial objectives for the Company and each of its subsidiaries, and a
payout schedule specifying the percentage of target incentive awards payable for
each level of performance between the minimum and maximum objectives. In 1993,
target incentive awards for the Company's executive officers range from 30% to
50% of their base salaries depending on the level of the executive officer's
position. The maximum MICP award is 150% of each participant's target award. In
1993, financial objectives were expressed exclusively in terms of budgeted net
income levels. Minimum and maximum financial objectives were set at 80% and 120%
of the target objective for the Company and four of its five subsidiaries, and
at 85% and 115% of the target objective in the remaining subsidiary. Awards for
the Chief Executive Officer and his direct reports (including Messrs. Heinen,
Chlebowski and Finkelman) are based solely on the financial objectives described
above. No payments are made to these individuals if minimum financial
performance objectives are not met. The MICP award for Mr. Glasser is based on
the consolidated results of the Company. The awards for Messrs. Heinen,
Chlebowski and Finkelman are based 30% on the consolidated results of the
Company and 70% on the results of the Company's subsidiaries, weighted in
proportion to the contribution of each subsidiary to consolidated net income.
The MICP awards for other participants, including Mr. O'Hara, are based 50%
on the financial objectives described above (10% on the consolidated results of
the Company and 40% on the weighted results of the Company's subsidiaries) and
50% on individual performance objectives related to each participant's
functional responsibilities. Achievement of individual performance objectives is
assessed on the basis of managerial evaluation ratings, with the portion of the
award based on individual performance reduced from 50% to 30% if minimum
financial performance objectives are not attained and eliminated if minimum
individual performance objectives are not attained.
16
<PAGE> 19
In 1993, the Company exceeded its consolidated net income objective by 3%,
resulting in a cash payment to Mr. Glasser of $313,697 under the MICP based on
the above described factors. This payment represented 51.4% of Mr. Glasser's
salary and 103% of his target award.
The recently enacted limitation on tax deductibility of executive
compensation in excess of one million dollars under the Omnibus Budget
Reconciliation Act of 1933 may impact the Company. Accordingly, if the taxable
compensation of any named individual during 1994 is reasonably anticipated to
exceed one million dollars (exclusive of compensation that qualifies as
performance based compensation), the MICP payment (or the incremental portion
thereof anticipated, in conjunction with other taxable compensation, to exceed
the one million dollar threshold) otherwise payable to that individual will be
deferred until the earlier to occur of (a) the first year in which the payment
of the deferred amount (or any portion thereof) would be deductible by the
company (viz., the year in which the million dollar threshold applicable to the
individual would not be exceeded) or (b) the year following the individual's
retirement.
LONG-TERM INCENTIVE COMPENSATION
Long-term incentive compensation opportunities are provided pursuant to the
LTICP to attract and retain qualified executive personnel, to encourage
ownership of the Company's stock by key executives, and to promote a close
identity of interests between the Company's management and its shareholders. The
LTICP provides that the Compensation Committee may award the Company's executive
officers and key employees Stock Options, Stock Appreciation Rights, Restricted
Stock Rights, Restricted Common Stock, Performance Awards and IPUs. Since 1988,
LTICP awards have been provided to the Chief Executive Officer and his direct
reports in the form of stock options and IPUs, and to other key employees
(currently 181 in number) in the form of stock options. The size of IPU awards
expressed as a percentage of salary is based on the scope of the participant's
responsibilities. The size of stock option awards is based on qualitative
factors considered appropriate by the Compensation Committee, taking into
account the scope of the participant's responsibilities, the size of previous
grants and competitive practices. In 1993, LTICP awards to the Company's
executive officers were on par with the average competitive long-term incentive
opportunities provided by the companies in the Comparative Groups.
The Chief Executive Officer and his direct reports (currently eight in
number) received IPU grants in 1993. The purpose of IPUs is to focus attention
on superior, sustained long-term Company performance. The number of IPUs granted
is calculated by dividing a specified percentage of a participant's salary (20%
in the case of the Chief Executive Officer and 15% for other participants) by
the fair market value of the Company's Common Stock on the date of grant. IPUs
are subject to redemption (in cash and Common Stock) only if the Company's
return on common equity over a three year period (the "Performance Period")
reaches a target level established by the Compensation Committee. The target
level is set above the
17
<PAGE> 20
average, multi-year return on equity achieved by a broad range of major U.S.
companies included in indices compiled by Forbes, Standard and Poor's, and Value
Line. The number of IPUs redeemed is based on the extent to which the Company's
return on equity has met or exceeded the target. The maximum number of IPUs
which may be redeemed is equal to three times the number granted plus an amount
representing reinvested dividends. On each dividend payment date during the
Performance Period, participants are credited with additional IPUs equal in
amount to the dividend paid divided by the market value of the Company's Common
Stock on such date. For the 1993-1995 Performance Period, such maximum number is
redeemable (65% in stock and 35% in cash) only if the Company's return on common
equity over the Performance Period exceeds the preestablished target by more
than 40%. The amount of payment for redeemed IPUs is equal to the market value
of the Company's Common Stock on the date of redemption.
In 1993, Mr. Glasser received a grant of 3,389 IPUs covering the 1993-1995
Performance Period based on the considerations described above. Neither Mr.
Glasser nor any other participating executive received an IPU payment for the
three-year Performance Period ending in 1993, as the Company did not achieve its
return on equity target.
Stock options are granted as an incentive to encourage and enhance positive
performance and to align the interest of the Company's employees with its
shareholders. Options are granted at the prevailing market rate and will have
value only if the Company's stock price increases. With the exception of Mr.
Finkelman, who retired on January 1, 1994, each of the executive officers named
in the Compensation Table received an option grant in 1993. Mr. Glasser was
granted an option to purchase 30,000 shares of the Company's Common Stock at a
price equal to the market price on the date of grant.
This report is submitted by the Compensation Committee of the Board of
Directors of GATX Corporation.
Franklin A. Cole (Chairman)
James W. Cozad
Robert J. Day
James L. Dutt
Richard A. Giesen
18
<PAGE> 21
PERFORMANCE GRAPH
The following performance graph compares the yearly percentage change in
the Company's cumulative total shareholder return on its Common Stock (on a
dividend reinvested basis utilizing the closing price on December 31, 1988 as
the base) with Standard & Poor's Corporation S&P 500 Composite Stock Price Index
("S&P 500") and a group of comparable companies ("Peer Group") selected by the
Company and an external investment banking advisor.
Companies included in the Peer Group were selected on the basis of a number
of criteria. The selection is intended to provide a cross-section of companies
which are subject to the same economic and investment variables that are likely
to impact the Company's total return and which have investment characteristics
that closely correspond to those of the Company. The Peer Group consists of
Alexander and Baldwin, Inc., Allied-Signal Inc., American Express Company, Amoco
Corporation, Ashland Oil, Inc., Atlantic Richfield Company, A. Schulman, Inc.,
Beneficial Corporation, Burlington Northern, Inc., Curtiss-Wright Corporation,
Englehard Corporation, Ferro Corporation, Goulds Pumps, Incorporated, Household
International, Inc., The Lubrizol Corporation, Nordson Corporation, Overseas
Shipping Group, Inc., Roadway Services, Inc., Rohm and Haas Company, Total
Petroleum (North America) Ltd., and Union Pacific Corporation.
The performance graph reflects a weighted average comparison based upon the
market capitalization of each company and assumes $100.00 was invested on
December 31, 1988.
TOTAL RETURN
GATX VS. S&P 500 VS. PEER GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) GATX CORP S&P 500 PEER GROUP
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 124.13 131.69 127.39
1990 98.46 127.60 118.68
1991 113.43 166.47 133.94
1992 136.87 179.15 152.01
1993 174.54 197.21 173.90
</TABLE>
19
<PAGE> 22
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the security
ownership of each class of equity securities of the Company owned by each of the
named executive officers:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
Name of Beneficial Owner as of March 4, 1994(1)
- ------------------------------------------------------------------ ----------------------
<S> <C>
James J. Glasser.................................................. 294,831
Paul A. Heinen.................................................... 42,640
John F. Chlebowski, Jr............................................ 29,217
Roland I. Finkelman............................................... 37,254
Ralph L. O'Hara................................................... 13,049
</TABLE>
- ---------------
(1) Includes shares which may be obtained by exercise of previously granted
options within 60 days of March 4, 1994 by Mr. Glasser (150,000), Mr.
Heinen (24,000), Mr. Chlebowski (20,000), Mr. Finkelman (32,000) and Mr.
O'Hara (11,000). Each person has sole investment and voting power (or
shares such powers with his spouse). Mr. Glasser beneficially owned 1.49%
of the Company's outstanding shares of Common Stock. Each of the other
named executive officers owned less than 1% of the Company's outstanding
shares of Common Stock. Section 16(a) of the Securities Exchange Act of
1934 requires the Company's directors, executive officers and certain
shareholders to file with the Securities and Exchange Commission an initial
statement of beneficial ownership and certain statements of changes in
beneficial ownership of equity securities of the Company. During 1993, the
initial statement of beneficial ownership was inadvertently filed ten days
late on behalf of Mr. William L. Chambers who replaced Mr. Finkelman as the
Company's Vice President of Human Resources.
20
<PAGE> 23
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following are the only persons known to the Company or its management
who beneficially owned as of March 4, 1994 more than 5% of the Company's Common
Stock:
<TABLE>
<CAPTION>
Percent
Shares of
Beneficially Common
Name and Address of Beneficial Owner Owned Stock
- ------------------------------------------------------------ --------- ------
<S> <C> <C>
State Farm Mutual Automobile Insurance Company(1)........... 3,172,800 16.01
One State Farm Plaza
Bloomington, IL
FMR Corp.(2)................................................ 2,146,240 10.83
82 Devonshire Street
Boston, Massachusetts
</TABLE>
- ---------------
(1) According to the Schedule 13G dated January 28, 1994 furnished to the
Company, State Farm Mutual Automobile Insurance Company ("State Farm") and
certain affiliated entities, each of which owns shares of Common Stock with
sole voting and investment power, may be deemed to constitute a "group"
under the regulations of the Securities and Exchange Commission with regard
to the beneficial ownership of 3,172,800 shares of Common Stock. State Farm
and each of the entities disclaim that they are part of a group.
(2) According to the Schedule 13G dated February 11, 1994 furnished to the
Company, FMR Corp. ("FMR"), through certain of its wholly-owned
subsidiaries, has beneficial ownership of, and sole dispositive power over,
2,146,240 shares with sole voting power over 236,135 of those shares. Common
Stock beneficially owned by FMR includes 392,750 shares attributable to the
assumed conversion of 341,700 shares of the $3.875 Cumulative Convertible
Preferred Stock (10.06% of that class of securities).
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Ernst & Young to audit the
Company's financial statements, subject to approval by the shareholders. Ernst &
Young, or a predecessor thereof, has served in this capacity since 1916. The
Board proposes that the shareholders approve such appointment. However, if not
approved, the Board will reconsider the selection of independent auditors.
21
<PAGE> 24
Representatives of Ernst & Young are expected to be present at the Annual
Meeting, will have the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions by shareholders.
The Board of Directors recommends that the shareholders vote for this
proposal.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 1995 Annual
Meeting must be received by the Company no later than November 11, 1994 and must
otherwise comply with the requirements of the Securities and Exchange Commission
to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting.
OTHER INFORMATION
On August 14, 1993 the Company continued the liability policies initially
procured in 1986 from Corporate Officers and Directors Assurance Ltd. ("CODA")
and A.C.E. Insurance Company Ltd. ("ACE"). On August 14, 1993, the Company
purchased a policy from Illinois National Insurance Co. ("Illinois National")
that insures the Company in the event the Company is required to indemnify a
director or officer. The Illinois National policy also insures directors and
officers for those instances in which they may not be indemnified by the
Company. Both the CODA and ACE policies insure only directors and officers and
only for those instances in which they may not be indemnified by the Company.
The ACE and Illinois National policies expire on August 14, 1994. The CODA
policy expires on August 14, 1996. At the inception of the CODA policy, the
Company prepaid the premium for a three year period. On each anniversary date
thereafter, a renewal premium is paid and upon payment of such premium, the CODA
policy is automatically continued to a date one year beyond its previously
stated expiration date. During 1993, the Company paid premiums of $154,000 to
CODA, $96,400 to ACE and $310,000 to Illinois National.
The Board of Directors does not know of any matters to be presented at the
meeting other than those mentioned above. If any other matters do come before
the meeting, the holders of the proxy will exercise their discretion in voting
thereon.
By order of the Board of Directors
Paul A. Heinen
Secretary
22
<PAGE> 25
[Logo]
<PAGE> 26
DIFFERENCE LETTER
1. The Notice of Annual Meeting page has a logo printed in the upper
left-hand corner.
2. Page 1 has a logo printed in the upper left hand corner.
3. The back cover of the Proxy Statement has a logo printed above the
Company's name.
4. There are 4 forms of proxy. Three versions are on a stock size of 7 1/2
X 4 5/8 and are printed in 2 colors, black and orange inks. The fourth
version is on a stock size of 7 3/8 X 3 1/4 and printed in black ink.
<PAGE> 27
- --------------------------------------------------------------------------------
GATX CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE 1994 ANNUAL MEETING
The undersigned hereby constitutes and appoints James J.
Glasser, Paul A. Heinen, and John F. Chlebowski Jr., and
P each of them, his true and lawful agents and proxies with
R full power of substitution in each, to represent the
O undersigned at the Annual Meeting of Shareholders of GATX
X CORPORATION to be held at the office of the Company, 500
Y West Monroe Street, Chicago, Illinois, on Friday, April
22, 1994, at 9:00 A.M., and at any adjournment thereof, on
all matters coming before said meeting.
Dated: , 1994
------------------------
------------------------
Signature of Shareholder
This Proxy must be signed
exactly as name appears
hereon. Executors, ad-
ministrators, trustees,
etc., should give full
title as such. If the
signer is a corporation,
please sign full corpo-
rate name by duly
authorized officer.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(continued from other side)
This proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS.
Nominees: Weston R. Christopherson, Franklin A. Cole,
James W. Cozad, Robert J. Day, James L.
Dutt, Deborah M. Fretz, Richard A. Giesen,
James J. Glasser, Charles Marshall and
Michael E. Murphy.
/ / VOTE FOR all nominees listed, except as marked to
the contrary below (if any). (To withhold your vote
for any individual nominee print that nominee's name
on the line following.)
/ / VOTE WITHHELD FROM ALL NOMINEES.
2. APPROVAL OF AUDITORS. FOR / / AGAINST / / ABSTAIN / /
In their discretion, the Proxies are authorized to vote
upon other matters as may properly come before the
meeting.
-------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
-------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 28
GATX CORPORATION
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1994
P This Proxy is Solicited on Behalf of GATX Corporation's Board of Directors
R
O The undersigned hereby constitutes and appoints James J. Glasser, Paul A.
X Heinen, and John F. Chlebowski Jr., and each of them, his true and lawful
Y agents and proxies with full power of substitution in each, to represent the
undersigned at the Annual Meeting of Shareholders of GATX CORPORATION to be
held at the office of the Company, 500 West Monroe Street, Chicago, Illinois,
on Friday, April 22, 1994, at 9:00 A.M., and at any adjournment thereof, on
all matters coming before said meeting.
Please mark this proxy as indicated on the reverse side to vote on any
item. This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholders. If you wish to vote in accordance with
the Board of Directors' recommendations, please sign the reverse side; no boxes
need to be checked. If no direction is made, this proxy will be voted for
Proposals 1 and 2.
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE.
(Continued and to be signed on other side)
Please mark
/X/ your votes
------------------------------------------ as this
SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2.
FOR WITHHELD
Item 1 - ELECTION OF DIRECTORS ALL FOR ALL
/ / / /
Nominees: Weston R. Christopherson, Franklin A. In their discretion,
Cole, James W. Cozad, Robert J. Day, James L. Dutt, the Proxies are
Deborah M. Fretz, Richard A. Giesen, James J. authorized to vote
Glasser, Charles Marshall and Michael E. Murphy. upon other matters as
may properly come
WITHHELD FOR: (Write that nominee's name in the before the meeting.
space provided below).
- ---------------------------------------------------
Item 2 - APPROVAL OF AUDITORS. FOR AGAINST ABSTAIN
/ / / / / /
COMMENTS/ADDRESS CHANGE
Please mark this box if you have / /
written comments/address change
on the reverse side.
RECEIPT IS HEREBY ACKNOWLEDGED OF THE GATX CORPORATION NOTICE OF MEETING AND
PROXY STATEMENT.
Signature(s) _________________________________________ Date ____________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE> 29
/ X / Please mark
your votes
as this
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
---------------- --------------- --------------- -------------
COMMON D. R. S. $2.50 PFD $3.875 PFD
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2 FOR WITHHELD
ALL FOR ALL
Item 1 - ELECTION OF DIRECTORS / / / /
Nominees: Weston R. Christopherson, Franklin A.
Cole, James W. Cozad, Robert J. Day, James L. Dutt,
Deborah M. Fretz, Richard A. Giesen, James J. In their discretion, the Proxies are authorized to vote
Glasser, Charles Marshall and Michael E. Murphy. upon other matters as may properly come before the meeting.
WITHHELD FOR: (Write that nominee's name in the
space provided below).
______________________________________________________________________________
Item 2 - APPROVAL OF AUDITORS. FOR AGAINST ABSTAIN
/ / / / / /
COMMENTS/ADDRESS CHANGE / /
Please mark this box if you have
written comments/address change
on the reverse side.
RECEIPT IS HEREBY ACKNOWLEDGED OF THE GATX CORPORATION
NOTICE OF MEETING AND PROXY STATEMENT.
Signature(s) ______________________________________________________ Date ___________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
</TABLE>
- -------------------------------------------------------------------------------
GATX CORPORATION
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1994
THIS PROXY IS SOLICITED ON BEHALF OF GATX CORPORATION'S BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints James J. Glasser, Paul
A. Heinen, and John F. Chlebowski Jr., and each of them, his true and lawful
agents and proxies with full power of substitution in each, to represent the
undersigned at the Annual Meeting of Shareholders of GATX CORPORATION to be
held at the office of the Company, 500 West Monroe Street, Chicago, Illinois,
on Friday, April 22, 1994, at 9:00 A.M., and at any adjournment thereof, on all
matters coming before said meeting.
PLEASE MARK THIS PROXY AS INDICATED ON THE REVERSE SIDE TO VOTE ON ANY
ITEM. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDERS. IF YOU WISH TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS' RECOMMENDATIONS, PLEASE SIGN THE REVERSE SIDE; NO BOXES
NEED TO BE CHECKED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
