<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 [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] 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 transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
<PAGE> 2
[GATX CORPORATION LETTEHEAD]
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 25, 1997, at 9:00 A.M., for the
purposes of:
1. electing directors;
2. approving the appointment of independent auditors for the year 1997;
3. transacting such other business, including a shareholder proposal the
description of which begins on page 25, 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 7, 1997 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.
David B. Anderson
Secretary
March 14, 1997
<PAGE> 3
[GATX CORPORATION LETTERHEAD]
March 14, 1997
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 ChaseMellon Shareholder Services to solicit proxies on behalf of the
Board of Directors for a fee not to exceed $6,500, plus reasonable out-of-pocket
expenses and disbursements. ChaseMellon Shareholder Services may solicit proxies
by mail, telex, telegraph or personal call. In addition, officers, directors and
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 1996, including financial statements, was
first mailed to all shareholders together with this proxy statement on or about
March 14, 1997.
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 7, 1997 will be entitled to vote at the meeting
or any adjournment thereof. As of that date there were 20,342,269 shares of the
Common Stock, 27,825 shares of the $2.50 Cumulative Convertible Preferred Stock
and 3,390,880 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. Ratification of auditors and approval of the
shareholder proposal 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 these
matters and Broker Non-Votes will not be counted and thus will not affect the
outcome with respect to these matters.
ELECTION OF DIRECTORS
Nine 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. Mr. Franklin Cole, who
has been a director since 1984, is not standing for re-election. 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.
NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Owned as of
Director March 7,
Name and Principal Occupation Age Since 1997(1)
----------------------------- --- -------- ------------
<S> <C> <C> <C>
James M. Denny............................................ 64 1995 1,703
Managing Director, William Blair Capital Partners, LLC
Richard Fairbanks......................................... 56 1996 1,253
Managing Director of Domestic & International Issues,
Center for Strategic & International Studies
William C. Foote.......................................... 45 1994 967
Chairman of the Board, President and Chief Executive
Officer, USG Corporation
Deborah M. Fretz.......................................... 48 1993 1,088
Senior Vice President, Lubricants and Logistics, Sun
Company, Inc.
Richard A. Giesen......................................... 67 1982 1,086
Chairman of the Board and Chief Executive Officer,
Continental Glass & Plastic, Inc.
Miles L. Marsh............................................ 49 1995 1,501
Chairman of the Board and Chief Executive Officer, James
River Corporation
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Owned as of
Director March 7,
Name and Principal Occupation Age Since 1997(1)
----------------------------- --- -------- ------------
<S> <C> <C> <C>
Charles Marshall.......................................... 67 1989(2) 4,386
Retired; Former Vice Chairman of the Board, American
Telephone and Telegraph Company
Michael E. Murphy......................................... 60 1990 2,386
Vice Chairman, Chief Administrative Officer, Sara Lee
Corporation
Ronald H. Zech............................................ 53 1994 134,011(3)
Chairman of the Board, President and Chief Executive
Officer of the Company
</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. Also includes phantom units of Common Stock credited to each
director's account as described below in the section entitled "Compensation
of Directors."
(2) Mr. Marshall previously served as a director of the Company from 1978 to
1982.
(3) This includes 109,000 shares Mr. Zech has the right to acquire within 60
days of March 7, 1997, under outstanding stock options issued under the
Company's Long Term Incentive Compensation Plan.
ADDITIONAL INFORMATION CONCERNING NOMINEES
Mr. Denny was elected Managing Director, William Blair Capital Partners,
LLC, a general partner of a private equity fund affiliated with William Blair
and Co., in August 1995. Mr. Denny previously served as Vice Chairman of Sears,
Roebuck and Co., a merchandising and financial services company, from February
1992 until August 1995 and as Senior Vice President and Chief Financial Officer
of Sears from February 1988 through January 1992. Mr. Denny is a director of
Allstate Corporation and Gilead Sciences, Inc.
Mr. Fairbanks was named Managing Director of Domestic & International
Issues at the Center for Strategic & International Studies, a nonprofit public
policy research institution providing analysis on and assessment of the public
policy impact of U.S. domestic, foreign and economic policy, international
finance and national security issues, in April, 1994. Mr. Fairbanks previously
served as Senior Counsel at the law firm of Paul, Hastings, Janofsky & Walker
from February 1992 until April 1994 and as Senior Counsel for the Center for
Strategic & International Studies from February 1992 until April 1994. Mr.
Fairbanks is also a director of Hercules, Inc. and SEACOR Holdings, Inc.
3
<PAGE> 6
Mr. Foote was elected Chairman of the Board of USG Corporation, formerly
known as United States Gypsum Company, an international manufacturer of building
materials and industrial products, in April 1996, having been previously named
Chief Executive Officer of USG Corporation in January 1996 and President in
January 1994. He previously served as Chief Operating Officer from January 1994
to January 1996. He also served as President and Chief Executive Officer of USG
Interiors from January 1993 to December 1993, President & Chief Executive
Officer of L&W Supply Corporation from September 1991 to December 1993, and
Executive Vice President and Chief Operating Officer of L&W Supply Corporation
from December 1990 to August 1991, all of which are subsidiaries or divisions of
USG Corporation. Mr. Foote is also a director of Walgreen Co. USG Corporation
emerged from bankruptcy in May of 1993, having filed a voluntary petition for
reorganization in March 1993.
Ms. Fretz was named Senior Vice President, Lubricants and Logistics of Sun
Company, Inc., an energy company, in January 1997 having served as Senior Vice
President of Logistics since August 1994. Ms. Fretz previously served as
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, from October 1991 to 1994 and as Director of Wholesale Fuels
Marketing and Distribution of Sun Company from September 1988 to October 1991.
Ms. Fretz is also a director of Cooper Tire & Rubber Company.
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 previously served as
Chairman of the Board and Chief Executive Officer of American Appraisal
Associates, Inc., a valuation consulting firm, from October 1984 to April 1993.
From 1983 until April 1993, Mr. Giesen also served as Chairman of the Board and
Chief Executive Officer of American Appraisal's parent, RLM Investments, Inc.
Mr. Giesen is also a director of Stone Container Corporation and Asia House
Funds.
Mr. Marsh was named Chairman of the Board and Chief Executive Officer of
James River Corporation, a producer of consumer and commercial tissue products
and food and consumer packaging, in October 1995. Mr. Marsh previously served as
Chairman of the Board and Chief Executive Officer of Pet Incorporated, a branded
food company, from April 1991 until February 1995, and as President and Chief
Operating Officer of Whitman Corporation, a diversified holding company with
interests in soft drink bottling, automobile services and refrigeration
equipment manufacturing, from September 1989 until March 1991. Mr. Marsh is also
a director of Whirlpool Corporation and Dean Witter, Discover & Co.
Mr. Marshall retired as Vice Chairman of the Board of American Telephone
and Telegraph Company in June 1989. Mr. Marshall is a director of Hartmarx
Corporation, Sonat, Inc., Ceridian Corporation and Sundstrand Corporation.
4
<PAGE> 7
Mr. Murphy has served as Vice Chairman, Chief Administrative Officer of
Sara Lee Corporation, a diversified manufacturer of packaged food and consumer
products, since July, 1993 and as its Chief Financial Officer from July 1993 to
November 1994. Mr. Murphy previously served as Executive Vice President, Chief
Financial and Administrative Officer of Sara Lee Corporation since June 1979.
Mr. Murphy is also a director of Sara Lee Corporation and Payless ShoeSource,
Inc.
Mr. Zech was elected Chairman of the Board April 26, 1996, having been
previously named Chief Executive Officer of the Company on January 1, 1996, and
President in July 1994. Mr. Zech served as Chief Operating Officer from July
1994 to January 1996. Mr. Zech previously served as President and Chief
Executive Officer of GATX Capital Corporation from 1984 to 1994. Mr. Zech is
also a director of McGrath RentCorp and two of the Company's subsidiaries,
General American Transportation Corporation and GATX Capital Corporation.
COMMITTEES OF THE BOARD
The Company's Audit Committee members are Messrs. Murphy (Chairman), Denny,
Fairbanks, Foote and Marsh. 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 ensure 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 1996, there were two
meetings of the Audit Committee.
The Company's Compensation Committee members are Messrs. Denny (Chairman),
Giesen, Marshall and Murphy. 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 stock equivalent plans. During
1996, there were four meetings of the Compensation Committee.
The Company's Nominating Committee members are Messrs. Marshall (Chairman),
Cole, Giesen and Ms. Fretz. Mr. Zech is an ex-officio member of the committee.
The committee's functions include: (i) recommending to the Board of Directors
nominees for election as
5
<PAGE> 8
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 1996, 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 David B. Anderson, 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. Foote
(Chairman), Cole, Fairbanks and Marsh and Ms. Fretz. 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 1996, there were two
meetings of the Retirement Funds Review Committee.
During 1996, there were seven meetings of the Board of Directors of the
Company: the regular annual meeting and six special meetings. Each director
attended at least 75% of the meetings of the Board and Committees held while a
member during 1997, with the exception of Mr. Fairbanks who missed one of the
three meetings held following his election to the Board in July 1996.
COMPENSATION OF DIRECTORS
To reflect an increased emphasis on the Company's Common Stock, the Company
has modified its directors' compensation program to provide for the payment of a
portion of the directors' annual compensation in Common Stock. Each non-officer
director receives an annual retainer of $24,000 (50% in cash and 50% in phantom
units of Common Stock) and an annual grant of 250 phantom units of Common Stock.
In addition, each non-officer director receives a Board meeting attendance fee
of $1,000 and a committee meeting attendance fee of $1,000 for each meeting of a
committee of the Board of which the director is a member. The chairman of each
committee receives $1,500 for each meeting attended.
The annual retainer is paid in quarterly installments in arrears at the end
of each July, October, January and April (subject to proration for service less
than a full quarter), and 50%
6
<PAGE> 9
of each quarterly installment will be paid in cash. The balance of the quarterly
installment will be paid in phantom stock units which shall be credited to each
director's account. The number of phantom stock units to be credited to each
director's account will be determined by dividing the amount of such payment by
the average of the high and low price of the Company's stock on the last trading
day of the month in which the quarterly installment is paid. The annual grant of
250 phantom units will be credited in quarterly installments in arrears at the
end of July, October, January and April. The director's phantom stock account
will be credited with additional phantom stock units calculated by dividing (a)
the product of (1) the dividend declared on each share of the Company's Common
Stock and (2) the number of phantom stock units then credited to the director's
account, by (b) the average of the high and low price of the Company's Common
Stock on the date such dividend is paid. At the expiration of each director's
service on the board, settlement of the phantom stock units will be made as soon
as is reasonably practical in Common Stock equal in number to the number of
phantom stock units then credited to his or her account. Any fractional units
will be paid in cash.
The Company maintains a Deferred Fee Plan whereby each non-officer director
may elect to defer receipt of the cash portion of the director's retainer,
meeting fees, or both. The amount so deferred accumulates interest at a rate
equal to the 20-year U.S. government bond rate. One director elected to
participate in this plan for 1996.
Directors previously who participated in the Executive Deferred Income
Plans ("EDIPs"; see page 15) 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 beginning on page
12) 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 15, 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 EDIP 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 1996, pursuant to fee deferrals
previously made under the 1984, 1985 and 1987 EDIPs and applicable interest
thereon, Mr. Cole received $70,779.
In 1996, the Company eliminated the Director Retirement Program available
to non-employee directors and no further benefits will accrue under this plan.
Directors who were not
7
<PAGE> 10
vested in the program received a payment in shares of the Company's Common Stock
in an amount equal to the present value of an adjusted benefit based on years of
service and retainer as of the date of termination of the Program. Directors who
were vested will receive payments for vested benefits as previously provided in
the program based on years of service and retainer as of the date of termination
of the Program. Under the terms of the program, a non-employee director who had
a minimum of five years service on the Board was 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 was equal to
the number of years the director served on the Board, to a maximum of ten years.
Payments began on the later of age 70 or the date on which the director retired,
and would be made to the director's surviving spouse should the director die
prior to the expiration of the payment term.
8
<PAGE> 11
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 five most highly
compensated executive officers for the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
----------------------
Awards Payouts
------------ -------
Annual Compensation Securities
-------------------------------------- Underlying
Other Annual Options/SARs LTIP All Other
Name and Bonus Compensation (# of Payouts Compensation
Principal Position Year Salary ($) ($)(1) ($) shares) ($) ($)(2)
------------------ ---- ---------- ------ ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ronald H. Zech -- 1996 500,000 309,270 11,519 60,000 152,279 8,298
Chairman of the Board, 1995 400,008 247,493 136,972(4) 20,000 179,011 5,972
President and Chief 1994 326,672 303,058 252,175 20,000 0 4,500
Executive Officer(3)
James J. Glasser -- 1996 417,312 216,491 22,157 50,000 355,997 36,435
Chairman Emeritus of the 1995 655,008 439,039 99,127 30,000 502,209 17,220
Board(3) 1994 610,008 443,689 116,430(4) 30,000 0 4,500
David B. Anderson -- 1996 281,146 128,071 4,375 10,000 0 3,781
Vice President, Corporate 1995 142,797 316,115(5) 1,641 20,000 0 0
Development, General
Counsel and Secretary
David M. Edwards -- 1996 235,000 107,050 4,352 10,000 0 5,323
Vice President, Finance & 1995 214,167 109,892 17,887 10,000 0 4,790
Chief Financial Officer 1994 196,668 129,475 51,092 10,000 0 4,500
William L. Chambers -- 1996 225,000 92,245 3,625 8,000 112,934 4,500
Vice President, Human 1995 218,338 100,828 3,625 8,000 0 4,500
Resources 1994 215,004 103,006 3,625 8,000 0 0
Ralph L. O'Hara 1996 160,290 69,098 4,688 2,500 N/A 5,944
Controller 1995 155,742 72,438 7,985 2,500 N/A 5,026
1994 149,796 69,112 10,520 2,500 N/A 4,500
</TABLE>
- ---------------
(1) Amounts reflect bonus payments earned for the years set forth opposite the
specified payments.
(2) Includes contributions made by the Company to the Company's Salaried
Employees Retirement Savings Plan (the "Savings Plan") for 1996 in the
amount of $4,500 for Messrs. Zech, Edwards, Chambers and O'Hara, $4,385 for
Mr. Glasser and $3,781 for Mr. Anderson, and above-market amounts earned,
but not currently payable, on compensation previously deferred under the
Company's 1984 and 1985 Executive Deferred Income Plan for Messrs. Zech,
Glasser, Edwards and O'Hara of $3,798, $32,050, $823 and $1,444,
respectively.
9
<PAGE> 12
(3) Effective April 26, 1996, Mr. Zech was elected Chairman of the Board
succeeding Mr. Glasser who retired effective July 1, 1996.
(4) Includes for 1995 and 1994 respectively, $55,433 and $102,240 paid by the
Company to Mr. Zech for relocation expenses.
(5) Mr. Anderson joined the Company on June 26, 1995. The amount shown for Mr.
Anderson in the bonus column for 1995 includes $175,000 to compensate him
for the loss of benefits he would have received from his former employer had
he not accepted employment with the Company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The table below sets forth information concerning individual grants of
stock options made during 1996 to each of the named executive officers.
<TABLE>
<CAPTION>
Potential Realizable
Value at
Individual Grants Assumed Annual
- ----------------------------------------------------------------------------------- Rates of
Number of Stock Price
Securities % of Total Appreciation
Underlying Options/SARs for Option
Options/SARs Granted to Exercise or Term(3)
Granted Employees in Base Price Expiration ---------------------
Name (#)(1) Fiscal Year ($/Share)(2) Date 5% ($) 10% ($)
---- ------------ ------------ ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ronald H. Zech............. 30,000 10.2% 47.875 10/25/06 903,250 2,289,013
30,000 10.2% 49.813 01/02/06 939,804 2,381,649
James J. Glasser........... 50,000 17.0% 46.313 01/31/06 1,456,284 3,690,510
David B. Anderson.......... 10,000 3.4% 47.875 10/25/06 301,083 763,004
David M. Edwards........... 10,000 3.4% 47.875 10/25/06 301,083 763,004
William L. Chambers........ 8,000 2.7% 47.875 10/25/06 240,867 610,403
Ralph L. O'Hara............ 2,500 0.8% 47.875 10/25/06 75,271 190,751
</TABLE>
- ---------------
(1) Except as noted below, 50% of all options granted may be exercised
commencing one year from the date of grant, an additional 25% commencing two
years from the date of grant, and the remaining 25% commencing three years
from the date of grant. Mr. Glasser's options became exercisable in full on
June 30, 1996.
(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 Common 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.
10
<PAGE> 13
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 1996 by each of the named executive officers, the number of
unexercised options and the 1996 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 ($48.50).
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-
Shares Options/SARs at Fiscal the-Money Options/SARs at
Acquired on Year-End (#) Fiscal Year-End ($)
Exercise Value --------------------------- ---------------------------
Name (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald H. Zech.......... 0 0 109,000 55,000 1,437,430 28,125
James J. Glasser........ 15,000 451,379 230,000 0 2,524,375 0
David B. Anderson....... 0 0 10,000 20,000 4,688 10,938
David M. Edwards........ 1,000 30,155 31,500 15,000 466,461 10,938
William L. Chambers..... 0 0 24,000 12,000 187,000 8,750
Ralph L. O'Hara......... 3,500 75,220 12,750 3,750 184,702 2,734
</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.
11
<PAGE> 14
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 1996:
<TABLE>
<CAPTION>
Estimated Future Payouts
Number of Performance Under Non-Stock Price-
Shares, or Other Based Plans(1)
Units or Period Until ------------------------
Other Maturation or Target Maximum
Name Rights (#) Payout (#) (#)
---- ---------- ------------- ------ -------
<S> <C> <C> <C> <C>
Ronald H. Zech............................ 2,160 1996-1998 2,160 6,480
James J. Glasser.......................... 3,023 1996-1998 3,023 9,069
David B. Anderson......................... 890 1996-1998 890 2,670
David M. Edwards.......................... 761 1996-1998 761 2,283
William L. Chambers....................... 728 1996-1998 728 2,184
</TABLE>
- ---------------
(1) Payouts are based on the Company achieving pre-established levels of return
on common equity ("ROE") and are paid in Common Stock and cash following
completion of the three year performance period. No payout will be made
unless a target level of performance is achieved. The target amount, plus an
amount equal to additional units representing reinvested dividends during
the performance period, 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.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
The Company entered into agreements with Messrs. Zech, Edwards, Chambers
and O'Hara as of January 1, 1995 and Mr. Anderson as of July 1, 1995, 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 Plan ("MIP") 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
12
<PAGE> 15
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; "a
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 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. Mr. Chambers' agreement is supplemented by an agreement dated
August 17, 1993 which provides that if, prior to Mr. Chambers reaching age 65,
the Company terminates Mr. Chambers' employment other than for cause, death or
change in control, the Company shall pay Mr. Chambers, at the time of such
termination and in lieu of any other severance payment to which he would be
entitled under policies of the Company then in effect, a lump sum payment equal
to the lesser of (a) twice his then current annual salary or (b) the amount of
his then current monthly salary multiplied by the number of months then
remaining until he reaches age 65, plus, in either case, an amount equal to the
product of his then current salary multiplied by his target percentage under the
MIP. Mr. Anderson's agreement is supplemented by an agreement dated May 31, 1995
which
13
<PAGE> 16
provides that in the event of his death or termination for reasons other than
cause prior to his attaining five years of service, the Company will pay Mr.
Anderson or his spouse a payment equal to the benefit he or his spouse would
have been eligible to receive under the terms of the GATX Non-Contributory
Pension Plan for Salaried Employees had he attained five years service prior to
the occurrence of such events. The agreement further provides that if during the
five year period beginning on Mr. Anderson's date of hire Mr. Zech is not Chief
Executive Officer and Mr. Anderson is terminated for reasons other than cause,
the Company will provide a termination payment equal to one year's base salary
and target bonus. The appropriate maximum amount that would be 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. Zech ($1,494,653); Mr. Anderson ($850,494); Mr. Edwards ($641,427);
Mr. Chambers ($765,592); Mr. O'Hara ($450,638).
Messrs. Zech, Anderson, Edwards, Chambers 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"). Mr.
Glasser participates in the LTICP to the extent that he has Stock Options that
remain exercisable. 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 performance goals (as
hereinafter described) had been achieved, and for purposes of calculating the
redemption value, the fair market value of
14
<PAGE> 17
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.
Mr. Glasser retired from the Company effective July 1, 1996. In recognition
of his many years of service as Chairman and Chief Executive Officer,
outstanding leadership and long-term contributions to the Company, in January
1996 the Compensation Committee granted to Mr. Glasser an additional option to
purchase 50,000 shares of the Company's Common Stock with an exercise price of
$46.3125 under the Long Term Incentive Compensation Plan and accelerated the
vesting of that option and the options granted to him in October 27, 1995 to
June 30, 1996. In addition, the Company will provide Mr. Glasser with an office
and secretarial support for a period of five years, and access to a Company
automobile and driver for a period of eighteen months after his retirement.
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 were offered an opportunity to amend their
participation agreements to provide for a determination by the Compensation
Committee, within ten days following a "change of control" as described above,
whether agreements with participants who 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. Participants are no longer making deferrals for EDIPs.
EMPLOYEE RETIREMENT 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
five 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
15
<PAGE> 18
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 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
APPLICABLE PERIOD ($) SERVICE ($) SERVICE ($) SERVICE ($) SERVICE ($) SERVICE ($) SERVICE ($)
- --------------------- ----------- ----------- ----------- ----------- ----------- -----------
<C> <C> <C> <C> <C> <C> <C>
200,000 31,095 46,643 62,190 77,738 93,286 108,833
400,000 64,095 96,143 128,190 160,238 192,286 224,333
600,000 97,095 145,643 194,190 242,738 291,286 339,833
800,000 130,095 195,143 260,190 325,238 390,286 455,333
1,000,000 163,095 244,643 326,190 407,738 489,286 570,833
</TABLE>
Compensation covered by the Pension Plan is shown in the salary and bonus
columns in the Summary Compensation Table. Annual benefits in excess of certain
limits 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 number of years of credited service: Mr. Zech, 19 years; Mr. Edwards,
15 years; Mr. Chambers, 3 years, Mr. Anderson, 2 years and Mr. O'Hara 14 years.
Mr. Glasser retired in July 1996 with 34 years of credited service.
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.
16
<PAGE> 19
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 $160,000) 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 amounts equal to the
difference between the benefits that the executive would have received absent
the imposed 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 that 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 MIP, and long-term incentive awards provided under the LTICP. As described
herein, annual and long-term incentive awards are contingent upon the
achievement by the Company of specific goals. The Compensation Committee
annually reviews and approves the Company's salary levels and the design of the
MIP 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,
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
17
<PAGE> 20
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 in either sample alone. Moreover, comparison to
companies that might be considered more direct competitors in the businesses in
which the Company engages is not feasible since most of these companies are
privately-held or subsidiaries of larger organizations and therefore information
on compensation levels is not publicly available. The level of compensation of
each component of the compensation program described in the preceding paragraph
is targeted at the middle range of compensation paid by companies in the
Comparative Groups. In any given year, the compensation level for any executive
officer of the Company may be more or less than the corresponding compensation
level paid by companies in the Comparative Groups, based upon 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, giving
consideration to the comparability of responsibilities and experience. 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.
In each case, salary adjustments are based on an assessment of the individual
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. No specific weights are assigned to these factors.
Mr. Zech's base salary was increased effective January 1, 1996 from $400,000 to
$500,000, reflecting his appointment as Chief Executive Officer. The salaries
paid in 1996 to Mr. Zech and to the executive officers as a group were generally
consistent with the average salaries paid to executives with similar experience
and responsibilities by companies in the Comparative Groups.
ANNUAL INCENTIVE COMPENSATION
Executive officers and key managers of the Company are eligible to
participate in the MIP. The MIP reinforces the Company's pay for performance
policy by providing annual cash payments to executives based upon the
achievement of the Company, subsidiary, and individual performance goals. Target
incentive awards are paid only when financial or a combination of financial and
individual performance objectives are achieved. Awards for the Chief Executive
Officer and his direct reports are based solely on financial performance
objectives, subject to the Chief Executive Officer's discretionary authority to
increase or decrease any participant's award (other than his own) by 25%.
Each year, the Compensation Committee establishes both target financial
objectives for the Company and each of its subsidiaries, and a schedule
specifying the percentage, if any, of target incentive awards payable for actual
performance. In 1996, financial objectives were
18
<PAGE> 21
expressed exclusively in terms of budgeted net income. Target incentive awards
for the Company's executive officers ranged from 40% to 65% of their base
salaries, depending on the level of the executive officer's position. For all
participants, the maximum incentive award was 150% of the target incentive
award. The maximum incentive award was payable for achieving 120% or more of the
target financial objective for the Company and four of its five subsidiaries,
and 115% of the target financial objective in the remaining subsidiary. The
threshold level was 80% of the target financial objective for the Company and
four of its five subsidiaries, and 85% of the target financial objective in the
remaining subsidiary. The MIP award for Messrs. Zech and Glasser were based 100%
on the consolidated results of the Company. The awards for Messrs. Anderson,
Edwards and Chambers were 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 award for
Mr. O'Hara was based 10% on the consolidated results of the Company, 40% on the
results of the Company's subsidiaries weighted in proportion to the contribution
of each subsidiary to consolidated net income, and 50% on the achievement of
individual performance objectives, with the portion based on the individual
performance objects reduced to 30% if threshold financial levels were not
achieved.
In 1996, the Company met 95% of its consolidated net income objective
entitling Mr. Zech to a cash payment of $309,270 under the MIP based on the
factors described above. This payment represents 62% of Mr. Zech's salary and
95% of his target award.
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.
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 190 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 participant's
performance, the size of previous grants and competitive practices. In 1996,
LTICP awards to the Company's executive officers were comparable to the average
competitive long-term incentive opportunities provided by the companies in the
Comparative Groups.
The purpose of IPUs is to focus attention on superior, sustained long-term
Company performance. The number of IPUs granted to each participant is
calculated by dividing a specified percentage of base salary by the fair market
value of the Company's Common Stock on the date of grant. In 1996, this
percentage was 20% for Messrs. Zech and Glasser, and 15%
19
<PAGE> 22
for Messrs. Anderson, Chambers and Edwards. 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 based primarily on the
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 1996-1998 Performance Period, such maximum number of IPUs is
redeemable (60% in stock and 40% in cash) only if the Company's return on common
equity over the Performance Period exceeds the preestablished target by more
than 25%. 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 1996, Mr. Zech received a grant of 2,160 IPUs covering the 1996-1998
Performance Period based on the considerations described above. Mr. Zech
received a payment of $152,279 for the Performance Period ending in 1996 based
on the Company's actual return on equity relative to the target established for
the period.
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. Each of the executive
officers named in the Compensation Table received an option grant in 1996 based
on the factors described above. In addition to an option granted in October to
purchase 30,000 shares of the Company's Common Stock, Mr. Zech was also granted
an option to purchase 30,000 shares in January to reflect his appointment as
Chief Executive Officer. In recognition of Mr. Glasser's leadership and
long-term contributions to the Company as Chairman and Chief Executive Officer,
in January, 1996, the Compensation Committee granted him an option to purchase
50,000 shares of the Company's Common Stock and accelerated the vesting of that
option to June 30, 1996. This option will remain exercisable for five years
following Mr. Glasser's retirement. Mr. Glasser was Chairman of the Board until
immediately after the 1996 Annual Meeting. Mr. Glasser is currently Chairman
Emeritus.
POLICY ON DEDUCTIBILITY OF COMPENSATION
The limitation on the tax deductibility of executive compensation in excess
of one million dollars set forth in Section 162(m) of the Internal Revenue Code
and the regulations promulgated thereunder may impact the Company. Accordingly,
if the taxable compensation of any named individual in any year is reasonably
anticipated to exceed one million dollars, the
20
<PAGE> 23
MIP and/or IPU payment (or the incremental portion thereof anticipated 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 (i.e., 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.
STOCK OWNERSHIP TARGETS
To underscore the importance of stock ownership by management, the Company
has established stock ownership targets. Approximately 100 of the key employees
eligible for awards under the LTICP have five years, beginning January 1996, to
reach ownership targets based on their salary and position in the Company. The
targets specify that the Chief Executive Officer, direct reports to the Chief
Executive Officer, other named executive officers and certain other participants
own GATX Common Stock with a minimum value equivalent to four, two and one-half,
three-fourths and one-half base salary, respectively. The five-year time period
is extended for newly hired and promoted executives. All named executive
officers have met or exceeded their interim ownership targets.
This report is submitted by the Compensation Committee of the Board of
Directors of GATX Corporation.
James M. Denny (Chairman)
Richard A. Giesen
Charles Marshall
Michael E. Murphy
21
<PAGE> 24
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, 1991 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 Santa Fe Corporation, Caliber System
Inc., Curtiss-Wright Corporation, Englehard Corporation, Ferro Corporation,
Goulds Pumps, Incorporated, Household International, Inc., The Lubrizol
Corporation, Nordson Corporation, Overseas Shipholding Group, 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, 1991.
TOTAL RETURN
GATX VS. S&P 500 VS. PEER GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD PROXY PEER
(FISCAL YEAR COVERED) GATX GROUP S&P 500
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 120.66 107.62 111.91
1993 153.87 118.46 127.53
1994 172.33 120.03 122.96
1995 196.88 165.13 161.00
1996 203.60 203.05 191.91
</TABLE>
22
<PAGE> 25
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 7, 1997(1)(2)
------------------------ -------------------------
<S> <C>
Ronald H. Zech.............................................. 134,011
James J. Glasser............................................ 369,183
David B. Anderson........................................... 13,401
David M. Edwards............................................ 34,993
William L. Chambers......................................... 27,590
Ralph L. O'Hara............................................. 14,957
Directors and Executive Officers as a group................. 610,523
</TABLE>
- ---------------
(1) Includes shares which may be obtained by exercise of previously granted
options within 60 days of March 7, 1997 by Mr. Zech (109,000), Mr. Glasser
(230,000), Mr. Anderson (10,000), Mr. Edwards (31,500), Mr. Chambers
(24,000), Mr. O'Hara (12,750) and directors and officers as a group
(417,250), and 2,304 shares held by Mr. Glasser as Trustee under revocable
trusts with respect to which Mr. Glasser disclaims any beneficial ownership.
See pages 2 and 3 for the beneficial ownership of Common Stock of each of
the nominees for election as a director. Each person has sole investment and
voting power (or shares such powers with his or her spouse).
(2) Mr. Glasser beneficially owned 1.81% of the Company's outstanding shares of
Common Stock. Each of the other named directors and executive officers owned
less than 1% of the Company's outstanding shares of Common Stock. Directors
and executive officers as a group (including Mr. Cole, who beneficially
owned 2,018 shares) beneficially owned approximately 3.0% of the Company's
outstanding shares of Common Stock. No director or named executive officer
owns any Preferred Stock.
23
<PAGE> 26
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following are the persons known to the Company or its management who
beneficially owned as of March 7, 1997 more than 5% of the Company's Common
Stock:
<TABLE>
<CAPTION>
Percent of
Shares Common
Name and Address of Beneficial Owner Beneficially Owned Stock
------------------------------------ ------------------ ----------
<S> <C> <C>
State Farm Mutual Automobile Insurance Company(1)........... 3,070,800 15.10
One State Farm Plaza
Bloomington, IL
Neuberger & Berman LLC(2)................................... 1,364,195 6.71
605 Third Avenue
New York, NY 10158
FMR Corp.(3)................................................ 1,147,590 5.64
82 Devonshire Street
Boston, MA 02109-3605
</TABLE>
- ---------------
(1) According to a Schedule 13G dated January 17, 1997, State Farm Mutual
Automobile Insurance Company ("State Farm") and certain affiliated entities,
each of which owned 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 3,070,800 shares of Common Stock. State Farm and each of the entities
disclaim that they are part of a group.
(2) According to a Schedule 13G dated February 10, 1997, Neuberger & Bauman LLC
beneficially owned 1,364,195 shares of Common Stock and had sole power to
vote or direct the vote of 272,500 shares and shared power to dispose or
direct the disposition of 1,364,195 shares.
(3) According to a Schedule 13G dated February 14, 1997, FMR Corp. ("FMR")
through certain of its wholly owned subsidiaries beneficially owned
1,147,590 shares of Common Stock with sole power to vote or direct the vote
of 144,190 shares and sole power to dispose or to direct the disposition of
1,147,590 shares. As a result of ownership of Class B shares of stock
constituting 49% of the voting power of FMR and the execution of a
shareholders voting agreement providing that all Class B shares will be
voted in accordance with the majority vote of such shares, members of the
family of Edward C. Johnson, Chairman of FMR, may be deemed to form a
controlling group with respect to FMR.
24
<PAGE> 27
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Ernst & Young LLP to audit
the Company's financial statements, subject to approval by the shareholders.
Ernst & Young LLP, 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.
The Board of Directors recommends that the shareholders vote for this
proposal.
Representatives of Ernst & Young LLP 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.
SHAREHOLDER PROPOSAL
The United Paperworkers International Union, P.O. Box 1475, Nashville,
Tennessee 37202, which has indicated in a letter dated October 21, 1996 that it
is record owner of 107 shares of the Company's Common Stock, has advised the
Company that it will have a representative at the Annual Meeting to present the
following proposal:
"RESOLVED, that the shareholders of GATX Corporation (the "Company")
recommend the Board of Directors take the necessary steps to allow all executive
compensation contracts which are contingent on a change of control of the
Company to lapse at the earliest date allowed by such contracts, and to not
adopt such contracts in the future unless they are first submitted to the
shareholders for approval."
SHAREHOLDER'S REASONS IN SUPPORT OF PROPOSAL
"GATX has entered into "golden parachute" severance agreements with at
least four of its top executives. These agreements generally provide that if the
executives are terminated without cause within two years of a "change of
control," the Company must pay various specified severance benefits, including a
lump sum payment equal to twice the executive's annual salary, plus a "gross up"
payment to reimburse these executives for any federal excise taxes they may be
required to pay on their golden parachute awards.
These contracts define "change of control" to mean, among other things, an
acquisition of 20% of the Company's common stock by a shareholder or a group of
shareholders, or the election of a majority of the Board of Directors which had
not been recommended by the existing directors.
Last year, the Board acknowledged that these "change of control"
agreements, plus the golden parachute for the Company's former CEO, could
potentially cost GATX over $5.3
25
<PAGE> 28
million. This amount does not include the "gross up" payments that would be
required to cover these executives' federal excise taxes.
These contracts were adopted without consideration by the shareholders.
Severance pay to top executives triggered by a change of control of the
corporation is a controversial matter. Golden parachutes introduce an element of
personal consideration for managers that potentially conflicts with their
fiduciary responsibility to shareholders. Undeniably, this may cause managers to
operate in a manner that encourages a takeover by failing to maximize
shareholder value.
The issue of whether the Company should provide management with golden
parachutes is of such importance that shareholders should make this decision.
Shareholder approval is one of the best ways to address potential conflicts of
interest that may arise between the Board and top executives on the one hand,
and shareholders on the other hand, when a change of control is threatened.
We urge you to vote for this proposal."
COMPANY STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
For eight years, the Company has offered its key executives agreements
providing for reasonable compensation in the event of loss of employment
following a "change of control." During that period the Company has not made a
single payment under such agreements. Payments under the agreements may only be
made in the event that (1) there is a change of control (as defined in the
agreements) and (2) the executive is terminated, or constructively terminated,
within two years thereafter. No payment is required to be made if there is a
change of control and the acquiring Company does not materially change the terms
and conditions of the affected executive's employment. The agreements do not
prevent the termination of an executive's employment for cause (as defined in
the agreements), even if such termination occurs subsequent to a change of
control.
The Board of Directors strongly believes that change of control agreements
are very much in the best interest of shareholders. A significant number of
companies offer their key executives agreements with the same or similar
features as the Company's change of control agreements. Such agreements ensure
that key executives will remain focused and objective, and not distracted by the
uncertainties that are naturally associated with a threatened change of control.
The Proponent argues that such agreements introduce a potential conflict of
interest. To the contrary, the Company believes that they reduce the potential
for conflict of interest between the executives and shareholders when a change
of control is threatened. With such agreements, the executives of the Company
are provided with a degree of financial security that allows them to act
decisively to maximize shareholder value. Requiring shareholder approval of each
agreement would reduce the Board's flexibility and make the Company
26
<PAGE> 29
less competitive in recruiting and retaining executives, as many companies with
whom it competes for executive talent offer similar agreements.
Your Board of Directors is committed to building shareholder value. The
Board of Directors believes it should retain the necessary means, including the
ability to grant change of control agreements, to employ highly qualified
executive management to achieve this objective.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
AGAINST THIS PROPOSAL.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholder proposals intended to be presented at the Company's 1998 Annual
Meeting must be received by the Company no later than November 14, 1997 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.
27
<PAGE> 30
OTHER INFORMATION
On August 14, 1996 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") and continued the policy initially
procured in 1995 from Federal Insurance Co. ("Federal") that insures the Company
in the event the Company is required to indemnify a director or officer. The
Federal 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 Federal policies expire on
August 14, 1997. The CODA policy expires on August 14, 1999. 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 1996, the Company paid
premiums of $154,000 to CODA, $92,000 to ACE and $341,000 to Federal.
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
David B. Anderson
Secretary
28
<PAGE> 31
[GATX LOGO IN GRAPHIC]
<PAGE> 32
GATX CORPORATION
P PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1997
R THIS PROXY IS SOLICITED ON BEHALF OF GATX CORPORATION'S BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Ronald H. Zech, David
O B. Anderson and David M. Edwards, 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
X to be held at the office of the Company, 500 West Monroe Street, Chicago,
Illinois, on Friday, April 25, 1997, at 9:00 A.M., and at any adjournment
thereof, on all matters coming before said meeting.
Y
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 AND AGAINST PROPOSAL 3.
- --------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE:PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
Please mark your votes as indicated in this example [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
Item 1 - ELECTION OF DIRECTORS FOR WITHHELD
ALL FOR ALL
[ ] [ ]
Nominees: James M. Denny, Richard Fairbanks,
William C. Foote, Deborah M. Fretz, Richard A. Giesen,
Miles L. Marsh, Charles Marshall,
Michael E. Murphy and Ronald H. Zech
WITHHELD FOR: (Write that nominee's name in the space provided below).
_______________________________________________________________________
Item 2 - APPROVAL OF AUDITORS FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 3.
Item 3 - SHAREHOLDER PROPOSAL FOR AGAINST ABSTAIN
RELATING TO CHANGE OF [ ] [ ] [ ]
CONTROL AGREEMENTS
In their discretion, the Proxies are authorized to vote upon other matters as
may properly come before the meeting.
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_________________________SIGNATURE_________________________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.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 33
GATX CORPORATION
SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
P PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1997
R THIS PROXY IS SOLICITED ON BEHALF OF GATX CORPORATION'S BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Ronald H. Zech, David
O B. Anderson and David M. Edwards, 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
X to be held at the office of the Company, 500 West Monroe Street, Chicago,
Illinois, on Friday, April 25, 1997, at 9:00 A.M., and at any adjournment
thereof, on all matters coming before said meeting.
Y
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 AND AGAINST PROPOSAL 3.
- --------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE:PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
Please mark your votes as indicated in this example [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
Item 1 - ELECTION OF DIRECTORS FOR WITHHELD
ALL FOR ALL
[ ] [ ]
Nominees: James M. Denny, Richard Fairbanks,
William C. Foote, Deborah M. Fretz, Richard A. Giesen,
Miles L. Marsh, Charles Marshall,
Michael E. Murphy and Ronald H. Zech
WITHHELD FOR: (Write that nominee's name in the space provided below).
_______________________________________________________________________
Item 2 - APPROVAL OF AUDITORS FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 3.
Item 3 - SHAREHOLDER PROPOSAL FOR AGAINST ABSTAIN
RELATING TO CHANGE OF [ ] [ ] [ ]
CONTROL AGREEMENTS
In their discretion, the Proxies are authorized to vote upon other matters as
may properly come before the meeting.
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_________________________SIGNATURE_________________________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.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 34
GATX CORPORATION
LOGISTICS 401K PLAN
P PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1997
R THIS PROXY IS SOLICITED ON BEHALF OF GATX CORPORATION'S BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Ronald H. Zech, David
O B. Anderson and David M. Edwards, 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
X to be held at the office of the Company, 500 West Monroe Street, Chicago,
Illinois, on Friday, April 25, 1997, at 9:00 A.M., and at any adjournment
thereof, on all matters coming before said meeting.
Y
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 AND AGAINST PROPOSAL 3.
- --------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE:PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
Please mark your votes as indicated in this example [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
Item 1 - ELECTION OF DIRECTORS FOR WITHHELD
ALL FOR ALL
[ ] [ ]
Nominees: James M. Denny, Richard Fairbanks,
William C. Foote, Deborah M. Fretz, Richard A. Giesen,
Miles L. Marsh, Charles Marshall,
Michael E. Murphy and Ronald H. Zech
WITHHELD FOR: (Write that nominee's name in the space provided below).
_______________________________________________________________________
Item 2 - APPROVAL OF AUDITORS FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 3.
Item 3 - SHAREHOLDER PROPOSAL FOR AGAINST ABSTAIN
RELATING TO CHANGE OF [ ] [ ] [ ]
CONTROL AGREEMENTS
In their discretion, the Proxies are authorized to vote upon other matters as
may properly come before the meeting.
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_________________________SIGNATURE_________________________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.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
