424B3 1 d424b3.txt PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) Registration No. 333-86212-01 PROSPECTUS SUPPLEMENT NO. 1 $175,000,000 GATX Corporation 7.5% Convertible Senior Notes due 2007 Fully and Unconditionally Guaranteed by GATX Financial Corporation and Shares of Common Stock issuable upon conversion of the Senior Notes This prospectus supplement supplements the prospectus dated June 19, 2002 of GATX Corporation and GATX Financial Corporation relating to the sale by certain holders of our 7.5% convertible senior notes due 2007 and the shares of our common stock issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is qualified by reference to the prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus. The following line items in the table of Selling Holders contained in the prospectus are hereby amended as follows:
Principal Amount of Notes Beneficially Number of Shares Owned That of Common Stock Name of Selling Holder May be Sold That May be Sold ---------------------- ----------- ---------------- TQA Master Fund, Ltd. $5,075,000 148,870 TQA Master Plus Fund, Ltd. 2,925,000 85,802
Investing in the notes and our common stock involves risks. See "Risk Factors" beginning on page 5 of the prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 26, 2002