GATX CORP
8-K, 1999-10-05
TRANSPORTATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               SEPTEMBER 21, 1999

                         -------------------------------
                        (DATE OF EARLIEST EVENT REPORTED)

                                GATX CORPORATION

              ----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         NEW YORK                   1-2328                    36-1124040
 -------------------------------------------------------------------------------
(STATE OF INCORPORATION)      (COMMISSION FILE NO.)        (IRS EMPLOYER
                                                           IDENTIFICATION NO.)


                             500 WEST MONROE STREET
                             CHICAGO, ILLINOIS 60661
             -------------------------------------------------------
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


                                 (312) 621-6200
                -------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                                 NOT APPLICABLE
           ----------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

<PAGE>   2


ITEM 5.  OTHER EVENTS

                  GATX Capital Corporation, an indirect wholly owned subsidiary
of GATX Corporation, filed on September 29, 1999 a current report on Form 8-K,
stating the following:

                  On September 21, 1999, GATX Capital Corporation ("GATX
         Capital") announced that its new joint venture company, GATX
         Flightlease Aircraft Company Ltd. ("GFAC"), has placed an order with
         Airbus Industrie for 38 aircraft with a list price in excess of US$2
         billion. GATX Capital has guaranteed 50% of the obligations of GFAC, on
         a several basis, under the purchase agreement with Airbus Industrie. In
         1998, GATX Capital had entered into a joint venture with Flightlease
         AG, a subsidiary of the SAirGroup, to form GATX Flightlease Management
         GmbH ("GFM"). SAirGroup, is the parent company of Swissair and other
         businesses. GFM is an aircraft operating lease management company with
         approximately 300 aircraft in its management portfolio. This management
         portfolio includes aircraft wholly owned by either joint venture
         partner, aircraft on order and non-wholly owned aircraft under
         management and aircraft under management for third parties. In 1999,
         GATX Third Aircraft Corporation ("GTAC", a wholly owned subsidiary of
         GATX Capital) entered into a joint venture with Flightlease Holdings
         (Guernsey) Limited ("FHG", a wholly owned subsidiary of Flightlease
         AG), to form GFAC. GFAC was formed as an entity to own aircraft.

                  The full text of the announcement is reproduced below.


                              FOR IMMEDIATE RELEASE

             GATX FLIGHTLEASE ANNOUNCES ORDER OF 38 AIRBUS AIRCRAFT
             ------------------------------------------------------

                  CHICAGO, SEPTEMBER 20 - Flightlease AG, a subsidiary of the
              SAirGroup, and GATX Capital Corporation, a subsidiary of GATX
              Corporation, today announced that their new joint venture company,
              GATX Flightlease Aircraft Company Ltd., has placed an order for 38
              Airbus Industrie aircraft with a list price of US$2.2 billion. The
              firm order encompasses 32 new A320 family aircraft (including 12
              of the recently introduced 107-seater A318 aircraft) and 6 A330
              family aircraft, with deliveries beginning in 2001 and continuing
              through 2006. These aircraft will be managed by GATX Flightlease
              Management GmbH, a company jointly established by Flightlease and
              GATX Capital and which is one of the world's largest aircraft
              lessors.

                  "We are pleased to announce this order for Airbus aircraft,"
              said Hans-Jorg Hunziker, President and CEO of Flightlease AG and
              Co-CEO of GATX Flightlease. "In just one year, the GATX and
              Flightlease joint venture has exceeded all expectations for growth
              and


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<PAGE>   3

              development by establishing itself as both a major aircraft
              management company and as a significant investor in new aircraft.
              We believe that through the combined effort, expertise and
              cooperation of its two partners, GATX Flightlease today has
              accomplished more as a single entity than either of its partners
              could achieve individually."

                  Alan Coe, Executive Vice President of GATX Capital and Co-CEO
              of GATX Flightlease said, "Today we are taking the logical next
              step in the development of our innovative joint venture with
              Flightlease. This order demonstrates our confidence in our joint
              venture with Flightlease and the aircraft operating lease
              business, as well as our confidence in the Airbus product. We want
              GATX Flightlease to be the preferred provider of aircraft to
              airlines around the world and we will continue to grow our joint
              portfolio to ensure that we can meet the needs of our customers."

                  "We are gratified that the combined expertise of GATX Capital
              and Flightlease endorse our products, their market appeal and
              residential value potential," said Noel Forgeard, Airbus
              Industrie's Chief Executive Officer. "We are very pleased to see
              this new joint venture established as a strong believer in Airbus
              Industrie aircraft, in particular as it is a new and different
              breed of lessor."

                  GATX Flightlease is an aircraft management company with
               approximately 300 aircraft in its portfolio. The company is
               headquartered in Zurich, Switzerland, and has representative
               offices in Toulouse, Tokyo, Seattle, and San Francisco, the home
               of GATX Capital.

                  GATX Capital, which was the first lessor to place an advance
               order of A320-family aircraft in 1986, is a diversified
               international financial services company which provides
               asset-based financing for transportation, industrial and
               information technology equipment and owns and manages assets with
               an original equipment cost of approximately $10 billion. GATX
               Capital is a subsidiary GATX Corporation (NYSE: GMT) which
               combined unique financing, asset and logistics solutions for
               customer and partners worldwide. GATX's major assets are
               comprised of railroad cars, locomotives, commercial aircraft,
               bulk liquid terminals, pipelines, technology equipment,
               warehouses and other capital assets.

                  Flightlease is the aircraft leasing company of the SAirGroup,
               a dedicated, integrated group offering a constellation of
               specialist know-how and expertise, leveraged by the intrinsic
               synergy of an airline-related business structure.


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<PAGE>   4


                                   SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                   GATX CORPORATION


                                   By:  /s/BRIAN A. KENNEY
                                        -------------------------------
                                        Name:  Brian  A.   Kenney
                                        Title: Vice President-Finance


October 4, 1999




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