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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Full title of the Plan:
GATX LOGISTICS, INC. CASH ACCUMULATION PLAN
Name of the issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
GATX Logistics, Inc.
1301 Riverplace Blvd, Suite 1200, Jacksonville, Florida 32207
(904) 396-2517
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GATX Logistics, Inc. Cash Accumulation Plan
Audited Financial Statements and Supplemental Schedule
Years ended December 31, 1999 and 1998
CONTENTS
Report of Independent Auditors.............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits............................2
Statements of Changes in Net Assets Available for Benefits.................3
Notes to Financial Statements..............................................4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year.................................................9
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Report of Independent Auditors
Employee Benefits Committee
GATX Logistics, Inc.
We have audited the accompanying statements of net assets available for benefits
of the GATX Logistics, Inc. Cash Accumulation Plan as of December 31, 1999 and
1998, and the related statements of changes in assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 1999 and 1998, and the changes in its assets available for benefits for the
years then ended, in conformity with auditing standards generally accepted in
the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 1999, is presented for purposes
of additional analysis and is not a required part of the financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
May 25, 2000
Jacksonville, Florida
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GATX Logistics, Inc. Cash Accumulation Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
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1999 1998
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ASSETS
Investments, at fair value ............ $36,645,903 $27,135,958
Interest in Master Trust, at fair value 1,478,105 1,221,194
Contributions receivable:
Employer's ......................... 36,242 180
Participants' ...................... -- 298
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Total receivables ..................... 36,242 478
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Total assets .......................... 38,160,250 28,357,630
LIABILITIES
Excess employer's contribution ........ -- 4,247
Refunds due participants .............. -- 58,622
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Total liabilities ..................... -- 62,869
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Net assets available for benefits ..... $38,160,250 $28,294,761
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SEE NOTES TO FINANCIAL STATEMENTS.
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GATX Logistics, Inc. Cash Accumulation Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS
Contributions by GATX Logistics, Inc. .......................... $ 1,851,202 $ 1,751,511
Salary deferrals by participants ............................... 3,466,134 2,850,589
Interest and dividend income ................................... 2,517,779 1,681,116
Net investment (loss) gain from Master Trust ................... (53,379) 30,324
------------ ------------
7,781,736 6,313,540
DEDUCTIONS
Benefit Payments ............................................... (3,200,512) (3,171,862)
Administrative expenses ........................................ (129,596) (123,770)
Net realized and unrealized appreciation in fair value of
mutual funds.................................................. 5,413,861 2,165,936
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Net increase ................................................... 9,865,489 5,183,844
Net assets available for benefits:
Beginning of the year ....................................... 28,294,761 23,110,917
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End of the year ............................................. $ 38,160,250 $ 28,294,761
============ ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
3
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GATX Logistics, Inc. Cash Accumulation Plan
Notes to Financial Statements
December 31, 1999
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Investments are recorded at fair value based on quoted market prices or
redemption value. Participant loans are recorded at carrying value which
approximates fair value.
All costs and expenses incurred with regard to the purchase and sale of
investments are borne by the GATX Logistics, Inc. (the Company) Cash
Accumulation Plan (the Plan) and are included in the realized gain (loss) on
sale of investments. Administrative and general expenses are paid by the
participants of the Plan.
The preparation of the financial statements in conformity with generally
accepted accounting principles necessarily requires management to make estimates
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements as
well as revenues and expenses during the reporting period. Actual amounts when
ultimately realized could differ from those estimates.
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
NOTE B - DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 as amended (ERISA), and was
established to afford employees an opportunity to save systematically for
retirement. The Plan covers all employees of the Company who have completed one
year of employment with at least 1,000 hours of service and are at least
twenty-one years of age.
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GATX Logistics, Inc. Cash Accumulation Plan
Notes to Financial Statements (continued)
NOTE B - DESCRIPTION OF THE PLAN - CONTINUED
An eligible participant may elect to have the Company deposit amounts to the
Plan on his or her behalf through the execution of salary reduction agreements
as provided under Section 401(k) of the Internal Revenue Code and its
regulations. Participant contributions can range from 1% to 16% of a
participant's compensation but cannot exceed the limit ($10,000 for the fiscal
year ended December 31, 1999) on elective deferrals according to Section
402(g)(1) of the Internal Revenue Code. The Company contributes to the Plan for
each participant who is an active employee as of the end of each month, an
amount equal to the participant contribution made for such month up to 4% of the
participant's compensation.
Effective January 1, 1999, the Plan's vesting policy was amended such that a
participant shall be fully vested at all times in the account value of his
employer contributions account.
Upon termination of employment, disability or death, a participant or
beneficiary may elect to receive either a lump-sum equal to the value of his or
her account, or equal monthly, quarterly, or semi-annual installments over a
period not to exceed ten years.
Participants may elect to have their contributions invested in the Putnam
Voyager Fund, Managed Income Portfolio II, Puritan Fund, Spartan US Equity
Index, Equity Income, GATX Common Stock, Dreyfus New Leaders, Templeton Foreign
Fund, Fidelity Freedom Income Fund, Fidelity Freedom 2000, Fidelity Freedom
2010, Fidelity Freedom 2020, Fidelity Freedom 2030, or in a combination of any
of the funds in multiples of 5% in each fund selected.
Active participants may obtain loans from the Plan at any time. The maximum loan
amount is subject to certain restrictions and each loan is secured by the
participant's account balance.
Each month each participant's contribution and the Company's matching
contribution is credited to each participant's account. Non-vested amounts which
were forfeited prior to January 1, 1999, are used periodically to reduce the
amount of the Company's matching contribution. The balance of the forfeiture
account at December 31, 1999 and 1998 was $48,371 and $182,320, respectively.
Investment gains or losses (realized and unrealized) are allocated, based on
previous business day's quoted market prices, to each participant's account in
the proportion that each participant's account bears to the total of all account
balances.
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GATX Logistics, Inc. Cash Accumulation Plan
Notes to Financial Statements (continued)
NOTE B - DESCRIPTION OF THE PLAN - CONTINUED
The Company intends this Plan to be permanent but reserves the right at any time
to modify, amend, or terminate this Plan, including the right to suspend or
permanently discontinue employer contributions. Should the Plan terminate at
some future date, its net assets will be available to provide participants their
distributions in proportion to their allocable share of the Plan assets at the
date of such termination.
NOTE C - INVESTMENTS
The Plan held the following individual investments representing 5% or more of
Plan net assets at year-end:
DECEMBER 31
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1999 1998
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At fair value, based on quoted market prices:
Putnam Voyager Fund ...................... $17,514,082 $11,522,839
Managed Income Portfolio II .............. 7,844,968 6,918,689
Puritan Fund ............................. 2,375,052 2,301,210
Spartan US Equity Index .................. 4,368,757 3,247,951
At fair value, as estimated:
Participant loans ........................ 1,918,920 1,548,746
NOTE D - MASTER TRUST
The Plan includes an interest in the GATX Corporation Common Stock Fund which is
part of a Master Trust which includes the assets of three GATX Corporation (the
Parent) benefit plans: the Plan; the GATX Corporation Hourly Employees
Retirement Savings Plan; and the GATX Corporation Salaried Employees Retirement
Savings Plan. The Plan's investment in the Master Trust is stated at the Plan's
equity in the net assets of the Master Trust at December 31, 1999 and 1998.
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GATX Logistics, Inc. Cash Accumulation Plan
Notes to Financial Statements (continued)
NOTE D - MASTER TRUST - CONTINUED
A summary of the net assets and the changes in net assets of the Master Trust
follows:
<TABLE>
<CAPTION>
DECEMBER 31
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1999 1998
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<S> <C> <C>
ASSETS
Cash equivalents ...................................... $ 689,175 $ 555,399
GATX Corporation common stock ......................... 61,903,729 64,867,604
RECEIVABLES
Other receivables ..................................... 3,075 227,974
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NET ASSETS ............................................ $ 62,595,979 $ 65,650,977
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YEAR ENDED DECEMBER 31
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1999 1998
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ADDITIONS
Contributions ......................................... $ 4,389,909 $ 4,283,297
Interfund transfers ................................... (17,590) 2,700,958
Loan repayments ....................................... 477,574 380,641
Interest and dividend income .......................... 1,960,191 1,670,167
6,810,084 9,035,063
DEDUCTIONS
Benefit payments ...................................... (3,180,734) (2,868,899)
Net realized and unrealized appreciation (depreciation)
in fair value of investments......................... (6,684,348) 2,788,325
Net assets at beginning of year ....................... 65,650,977 56,696,488
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Net assets at end of year ............................. $ 62,595,979 $ 65,650,977
============= ============
</TABLE>
The Plan held a 2.4% and 1.9% interest in the Master Trust as of December 31,
1999 and 1998, respectively. The respective ownership interest of each plan is
determined using a cost valuation method.
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GATX Logistics, Inc. Cash Accumulation Plan
Notes to Financial Statements (continued)
NOTE E - FEDERAL INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated August 2, 1995, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Accordingly, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan has been amended since
receiving the determination letter. The administrator is not aware of any course
of action or series of events that have occurred that might adversely affect the
Plan's qualified status.
NOTE F - SUBSEQUENT EVENT
The Company represents a subsidiary of GATX Corporation as of December 31, 1999.
On May 31, 2000, a third party acquired a controlling interest in the Company,
while GATX Corporation retained a 19% interest.
The Company does not expect to continue to offer GATX Common Stock to
participants as a fund for contribution investment. Any participants who
currently invest in this fund will have until December 31, 2000 to transfer
their balance to another fund or it will be automatically transferred by the
plan.
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EIN 59-2042072
Plan #001
GATX Logistics, Inc. Cash Accumulation Plan
Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
(A) (B) (C) (E)
DESCRIPTION OF CURRENT
IDENTITY OF ISSUER INVESTMENT VALUE
------------------ ---------- -----
<S> <C> <C>
Fidelity Management Trust Company:
Putnam Voyager Fund 565,700 $17,514,082
Managed Income Portfolio II 7,844,968 7,844,968
Puritan Fund 124,806 2,375,052
Spartan US Equity Index 83,869 4,368,757
Equity Income 23,297 1,245,903
Dreyfus New Leaders 8,452 428,262
Templeton Foreign Fund 42,950 481,897
Fidelity Freedom Income Fund 1,509 17,099
Fidelity Freedom 2000 1,480 19,220
Fidelity Freedom 2010 5,821 86,554
Fidelity Freedom 2020 10,478 171,620
Fidelity Freedom 2030 10,283 173,569
Participant Loans - 8.0% per annum 1,918,920
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$36,645,903
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</TABLE>
Note: Column (d) is not presented as all investments are participant directed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
thereunto duly authorized
GATX LOGISTICS, INC. CASH
ACCUMULATION PLAN
(Name of Plan)
By: /s/ Ronald E. Peterca
---------------------------------------
Ronald E. Peterca
Plan Administrator
Dated: June 26, 2000
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