As filed with the Securities and Exchange Commission on May 7, 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
Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)
GATX CORPORATION
EMPLOYEE STOCK PURCHASE 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)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share* Price* Fee
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Common Stock, $.625 3,707,505
par value................. Shares $38.281 $141,927,000 $39,456
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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 May 6,
1999.
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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 description of the common stock, $.625 par value per
share, of the Company (the "Common Stock") contained in the
section entitled "Description of Capital Stock" from the
Prospectus dated May 16, 1997, included as part of the
Company's Registration Statement on Form S-3 (No. 333-
27235).
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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the 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 6. Indemnification of Directors and Officers.
(a) Certain provisions of the New York Business Corporation Law
and Article II, Section II of the Company's By-Laws provide for the prompt
indemnification of directors and officers under certain conditions
including the possibility of indemnification against liabilities under the
Securities Act of 1933. The By-Laws also provide that the Company has the
burden of proving that a director is not entitled to indemnification in a
particular instance.
(b) To the fullest extent permitted by the New York Business
Corporation Law, as presently in effect of hereinafter amended, the
Company's certificate of incorporation also provides that directors of the
Company shall not have personal liability to the Company or to its
stockholders for damages for any breach of duty in the directors' capacity
as such, except (1) the liability of any director if a judgment or final
adjudication adverse to him establishes that his acts or omissions were in
bad-faith or involved intentional misconduct or knowing violation of the
law or that he personally gained a financial profit or other advantage to
which he was not legally entitled or that his acts violated Section 719 of
the New York Business Corporation Law or any successor thereto, or (2) the
liability of any director for any act or omission prior to the adoption of
a provision authorized by this paragraph.
<PAGE>
(c) In addition, the Company also maintains directors' and
officers' liability insurance which purports to insure the Company against
certain costs of indemnification which may be incurred by the Company
pursuant to the foregoing provisions, and to insure directors and officers
of the Company against certain liabilities incurred by them in the
discharge of their function as such officers and directors, except for
liabilities resulting from their own malfeasance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein by reference.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; provided that, notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (i) and (ii)
above do not apply if the registration statement is
on Form S-3 or Form S-8, and the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration
statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
2
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The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referred
to under Item 6, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
3
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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 6th day of May, 1999.
GATX CORPORATION
By /s/ William L. Chambers
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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 the Common Stock issuable under the GATX
Corporation Employee Stock Purchase 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 6th day of May, 1999.
/s/ RONALD H. ZECH /s/ DAVID M. EDWARDS
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Ronald H. Zech, Chairman, President, David M. Edwards, Senior Vice President
Chief Executive 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
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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
May 7, 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 the GATX Corporation Employee Stock
Purchase Plan (the "Plan"). I am familiar with the corporate proceedings
relative to the adoption of the Plan and the proposed issuance of shares of
common stock, par value $.625 per share, of the Company (the "Common
Stock") pursuant to the Plan. I have examined such corporate and other
records, instruments, certificates and documents as I considered necessary
to enable me to express this opinion.
Based on the foregoing, it is my opinion that the shares of Common
Stock issuable pursuant to the Plan have been duly authorized for issuance
and, when sold pursuant to the Plan, will be validly issued, fully paid,
and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 to be filed by the Company with
respect to the shares of Common Stock issuable pursuant to the Plan and to
the reference to me under the caption "Interests of Named Experts and
Counsel" in such Registration Statement.
Very truly yours,
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 Employee Stock Purchase 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.
ERNST & YOUNG LLP
May 6, 1999
Chicago, Illinois
