As filed with the Securities and Exchange Commission on July 20, 1995
File No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------------------
GATX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York 36-1124040
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
500 West Monroe Street
Chicago, Illinois 60661
(Address of Principal Executive Offices) (Zip Code)
GATX CORPORATION
1995 LONG TERM
INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
Ronald J. Ciancio
Assistant General Counsel
GATX Corporation
500 West Monroe Street
Chicago, Illinois 60661
(Name and Address of Agent For Service)
(312) 621-6200
(Telephone Number, Including Area Code, of Agent For Service)
-------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered Registered Per Share Offering Price (1) (2)
- ------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.625 per share. . . . . . 1,500,000 $48.1875 $72,281,250 $24,924.74
==================================================================================================================
<FN>
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 based on the average of
the high and low prices reported on the New York Stock Exchange composite tape on July 14, 1995.
(2) Pursuant to Rule 429, the Prospectus relating to this Registration Statement constitutes a combined prospectus
relating also to 1,452,767 unsold shares of Common Stock which were previously registered pursuant to a
Registration Statement No. 33-38790 and for which a filing fee of $11,100.05 was previously paid.
</FN>
</TABLE>
===============================================================================
Page 1 of 9 pages.
Exhibit Index on page 6.
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by GATX Corporation (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
(c) The description of the common stock, par value $.625 per share,
of the Company (the "Common Stock") contained in the first
paragraph of "Description of Capital Stock - Common Stock" from
the Company's Prospectus dated August 3, 1989, included as part
of the Company's Registration Statement on Form S-3 filed with
the Commission on August 3, 1989 (No. 33-30165).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Common Stock offered hereby will be
passed upon by Ronald J. Ciancio, Assistant General Counsel of the
Company. Mr. Ciancio owns 875 shares of Common Stock and holds options
to purchase 3,500 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Certain provisions of the New York Business Corporation Law and
Article II, Section 11 of the Company's By-laws provide for the prompt
indemnification of directors and officers under certain conditions,
including the possibility of indemnification against liabilities under
the Securities Act of 1933, as amended. The By-laws also provide that
the Company has the burden of proving that a director is not entitled to
indemnification in a particular instance.
In addition, the Company's directors and officers are insured under
director and officers liability insurance policies maintained by the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
2
<PAGE>
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions of the registrant's certificate
of incorporation
3
<PAGE>
or by-laws or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
this 20th day of July, 1995.
GATX CORPORATION
By: /S/ WILLIAM L. CHAMBERS
--------------------------------
William L. Chambers
Vice President, Human Resources
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 20th day of July, 1995.
Signature Title
JAMES J. GLASSER* Chairman of the Board, Chief Executive
- -------------------------------- Officer and Director (Principal Executive
James J. Glasser Officer)
RONALD H. ZECH* President, Chief Operating Officer
- -------------------------------- and Director
Ronald H. Zech
DAVID M. EDWARDS* Vice President, Finance and Chief Financial
- -------------------------------- Officer (Principal Financial Officer)
David M. Edwards
/S/ RALPH L. O'HARA Controller (Principal Accounting Officer)
- --------------------------------
Ralph L. O'Hara
FRANKLIN A. COLE* Director
- ---------------------------------
Franklin A. Cole
JAMES W. COZAD* Director
- ---------------------------------
James W. Cozad
JAMES M. DENNY* Director
- ---------------------------------
James M. Denny
WILLIAM C. FOOTE* Director
- ---------------------------------
William C. Foote
DEBORAH M. FRETZ* Director
- ---------------------------------
Deborah M. Fretz
RICHARD A. GIESEN* Director
- ---------------------------------
Richard A. Giesen
MILES L. MARSH* Director
- ---------------------------------
Miles L. Marsh
CHARLES MARSHALL* Director
- ---------------------------------
Charles Marshall
MICHAEL E. MURPHY* Director
- ---------------------------------
Michael E. Murphy
*By: /S/ RONALD J. CIANCIO
- ---------------------------------
Ronald J. Ciancio
Attorney-in-fact
5
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
4.1 Restated Certificate of Incorporation of GATX Corporation,
as amended (Filed as Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1991,
and incorporated herein by reference).
4.2 By-Laws of GATX Corporation, as amended and restated as of
July 29, 1994 (Filed as Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference).
5 Opinion of Ronald J. Ciancio, Esq. . . . . . . . . . . . . . . . 8
10.1 GATX Corporation 1995 Long Term Incentive Compensation
Plan (Filed as Exhibit A to the Company's Annual Meeting Proxy
Statement dated March 15, 1995, and incorporated herein by
reference).
23.1 Consent of Ernst & Young LLP. . . . . . . . . . . . . . . . . . 9
23.2 Consent of Ronald J. Ciancio (included in his opinion filed as
Exhibit 5 hereto).
24 Powers of Attorney. . . . . . . . . . . . . . . . . . . . . . . 10
6
<PAGE>
Exhibit 5
July 20, 1995
Board of Directors
GATX Corporation
500 West Monroe Street
Chicago, Illinois 60661
Ladies and Gentlemen:
I have acted as counsel to GATX Corporation (the "Company") in
connection with the adoption of the GATX Corporation 1995 Long Term
Incentive Compensation Plan (the "Plan"). I am familiar with the
corporate proceedings relative to the adoption of the Plan and the
proposed issuance of shares of the common stock, par value $.625
per share, of the Company (the "Common Stock") pursuant to the
Plan. I have examined such corporate and other records,
instruments, certificates and documents as I considered necessary
to enable me to express this opinion.
Based on the foregoing, it is my opinion that the shares of
Common Stock issuable pursuant to the Plan have been duly
authorized for issuance and, when sold pursuant to the Plan, will
be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-8 to be filed by the
Company with respect to the shares of Common Stock issuable
pursuant to the Plan and to the reference to me under the caption
"Interests of Named Experts and Counsel" in such Registration
Statement.
Very truly yours,
/S/ RONALD J. CIANCIO
------------------------
Ronald J. Ciancio
Assistant General Counsel
7
<PAGE>
EXHIBIT 23-1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Long Term Incentive Compensation Plan of
GATX Corporation of our report dated January 24, 1995, with respect to the
consolidated financial statements and schedules of GATX Corporation included
or incorporated by reference in its Annual Report on Form 10-K for the
year ended December 31, 1994.
July 19, 1995
Chicago, Illinois
/S/ Ernst & Young LLP
- ---------------------------------------
Ernst & Young LLP
8
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Ronald J. Ciancio and Bronna L. Wasserman,
and each of them singly, such person's true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
registration statement on Form S-8 relating to the Common Stock issuable
under the GATX Corporation 1995 Long Term Incentive Compensation Plan and
any and all amendments (including post-effective amendments) thereto, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
Signatures Title Date
/S/ JAMES J. GLASSER Chairman of the Board, Chief 6-30-95
- -------------------------- Executive Officer and Director ------------
James J. Glasser (Principal Executive Officer)
/S/ RONALD H. ZECH President, Chief Operating 6-29-95
- -------------------------- Officer and Director ------------
Ronald H. Zech
/S/ DAVID M. EDWARDS Vice President, Finance, Chief 6-30-95
- ------------------------- Financial Officer (Principal ------------
David M. Edwards Financial Officer)
/S/ FRANKLIN A. COLE Director 7-5-95
- ------------------------- ------------
Franklin A. Cole
/S/ JAMES W/ COZAD Director 7-12-95
- ------------------------ ------------
James W. Cozad
/S/ JAMES M. DENNY Director 7-12-95
- ------------------------ ------------
James M. Denny
/S/ WILLIAM C. FOOTE Director 6-30-95
- ----------------------- ------------
William C. Foote
/S/ DEBORAH M. FRETZ Director 7-5-95
- ----------------------- ------------
Deborah M. Fretz
/S/ RICHARD A. GEISEN Director 7-12-95
- ----------------------- ------------
Richard A. Giesen
/S/ MILES L. MARSH Director 7-10-95
- ----------------------- ------------
Miles L. Marsh
/S/ CHARLES MARSHALL Director 6-30-95
- ---------------------- ------------
Charles Marshall
/S/ MICHAEL E. MURPHY Director 7-3-95
- ---------------------- ------------
Michael E. Murphy
9
<PAGE>
