<PAGE> 1
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
Date of Report (Date of Earliest Event Reported) December 4, 2000
-------------------------
GATX Corporation
(Exact Name of Registrant as Specified in its Charter)
New York 1-2328 36-1124040
(State or other jurisdiction of (Commission file (I.R.S. employer
incorporation) number) identification number)
500 West Monroe Street,
Chicago, Illinios 60661-3676
(Address of principal executive offices)
Registrant's telephone number, including area code (312) 621-6200
<PAGE> 2
ITEM 5. OTHER EVENTS
On November 30, 2000, GATX Corporation issued the following press
release:
GATX Corporation (NYSE:GMT) today announced that it signed an agreement
to sell GATX Terminals Corporation's domestic terminal and pipeline operations
to Kinder Morgan Energy Partners L.P. for approximately $1.15 billion. The
purchase price includes approximately $1.0 billion in cash plus the assumption
of external debt and certain liabilities. The transaction is expected to close
in the first quarter of 2001, subject to standard conditions. GATX expects net
after-tax proceeds from the sale to be in the range of $700 million.
"This transaction represents the major step in GATX's previously
announced plan to sell GATX Terminals Corporation. The domestic operations
constitute most of GATX Terminals' asset and franchise value. The sale of GATX
Terminals' remaining businesses, including foreign operations and joint
ventures, is expected to be completed in separate transactions during 2001. GATX
anticipates that upon final resolution of critical issues such as expected
proceeds from the sale of GATX Terminals' foreign operations and joint ventures,
remaining debt obligations previously allocated to GATX Terminals, the
appropriate capital structure for GATX, and investment opportunities in its
higher return finance businesses, it will announce plans for the use of
proceeds.'
"Ronald H. Zech, chairman of GATX Corporation, stated, `This is an
extremely important step in the planned sale of GATX Terminals Corporation. As
an experienced leader in the storage and distribution of petroleum products,
Kinder Morgan Energy Partners is well positioned to capitalize on GATX
Terminals' strong domestic operations. We will work diligently to ensure a
smooth closing and transition process. GATX has undertaken a significant and
major transformation in the past year, and we are now uniquely positioned to
aggressively pursue opportunities in our higher return finance businesses.'
"GATX Corporation (NYSE:GMT) is a unique finance and leasing company
combining asset knowledge and services, structuring expertise, creative
partnering and risk capital to serve customers and partners worldwide. GATX
primarily focuses on leasing assets that include railroad cars and locomotives,
jet commercial aircraft, and technology and marine assets."
<PAGE> 3
"This press release includes statements which may constitute
forward-looking statements made pursuant to the safe harbor provision of the
Private Securities Litigation Reform Act of 1995. This information may involve
risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements. Although the company believes that the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, such statements are subject to risks and uncertainties
that could cause actual results to differ materially from those projected."
<PAGE> 4
SIGNATURE
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, thereunto duly authorized.
GATX CORPORATION
-----------------------------------
(Registrant)
/s/ Brian A. Kenney
-----------------------------------
Brian A. Kenney
Vice President and
Chief Financial Officer
(Duly Authorized Officer)
Date: December 4, 2000
