As filed with the Securities and Exchange Commission on June 21, 1999
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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 60661
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
GATX CORPORATION
1995 LONG TERM
INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Ronald J. Ciancio
Assistant General Counsel
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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered Per Share* Price* Fee
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Common Stock,
$.625 par value......... 2,000,000
Shares $37.625 $75,250,000 $20,920
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* Estimated solely for the purpose of computing the registration fee
on the basis of the average of the high and low prices for the
Common Stock as reported on the New York Stock Exchange on June 16,
1999.
<PAGE>
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8, File No.33-61183 (the "Prior
Registration Statement") are incorporated herein by reference. This
Registration Statement covers 2,000,000 additional shares issuable under
the 1995 Long Term Incentive Compensation Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by GATX
Corporation (the "Company" or "Registrant") with the Securities and
Exchange Commission, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999.
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 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
filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the additional shares of Common Stock offered hereby
will be passed upon by Ronald J. Ciancio, Assistant General Counsel of the
Company. Mr. Ciancio owns 3,985 shares of Common Stock and holds options to
purchase 21,600 shares of Common Stock.
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein by reference.
<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 17th day of June, 1999.
GATX CORPORATION
/s/ William L.Chambers
By -----------------------------------
William L. Chambers
Vice President, Human Resources
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Ronald J. Ciancio and David B. Anderson, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution, for and in the name, place and
stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8 relating to 2,000,000 additional shares of Common
Stock issuable under the GATX 1995 Long Term Incentive Compensation Plan
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and
hereby grants to such 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, as fully to all intents and purposes as
the undersigned 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.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated on the 17th day of June, 1999.
/s/ Ronald H. Zech /s/ David M. Edwards
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Ronald H. Zech, Chairman, President, David M. Edwards, Senior Vice President
ChiefExecutive Officer and Director and Chief Financial Officer
/s/ Ralph L. O'Hara /s/ James M. Denny
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Ralph L. O'Hara, Controller and James M. Denny, Director
Chief Accounting Officer
/s/ Richard M. Fairbanks /s/ William C. Foote
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Richard M. Fairbanks, Director William C. Foote, Director
/s/ Deborah M. Fretz /s/ Richard A. Giesen
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Deborah M. Fretz, Director Richard A. Giesen, Director
/s/ Miles L. Marsh /s/ Michael E. Murphy
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Miles L. Marsh, Director Michael E. Murphy, Director
/s/ John W. Rogers, Jr.
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John W. Rogers, Jr., Director
<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Description of Document
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5 Opinion of Ronald J. Ciancio, Esq.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ronald J. Ciancio (included in his opinion
filed as Exhibit 5 hereto)
24 Power of Attorney (included with signature page to the
registration statement)
Exhibit 5
June 18, 1999
Board of Directors
GATX Corporation
500 West Monroe Street
Chicago, Illinois 60661
Re: GATX Corporation
Registration Statement on Form S-8
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Ladies and Gentlemen:
I have acted as counsel to GATX Corporation (the "Company"), in
connection with the adoption of an amendment (the "Amendment") to the GATX
Corporation 1995 Long Term Incentive Compensation Plan (as amended by the
Amendment, the "Plan"). I am familiar with the corporate proceedings
relative to the adoption of the Amendment and the proposed issuance of
2,000,000 additional shares of common stock, par value $.625 per share, of
the Company (the "Common Stock") pursuant to the Amendment. 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 additional
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 additional 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
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Ronald J. Ciancio
Assistant General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the GATX Corporation 1995 Long Term Incentive
Compensation Plan of our report dated January 26, 1999, with respect to the
consolidated financial statements of GATX Corporation incorporated by
reference in the Annual Report on Form 10-K for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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ERNST & YOUNG LLP
Chicago, Illinois
June 18, 1999
