424B3 1 d424b3.txt PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-86212 PROSPECTUS SUPPLEMENT NO. 2 333-86212-01 $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, as supplemented by prospectus supplement no. 1 dated June 26, 2002, 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 as supplemented to date. This prospectus supplement is qualified by reference to the prospectus as so supplemented except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus as so supplemented. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus. The table of Selling Holders contained in the prospectus is hereby amended to add the entity named below as a Selling Holder:
Principal Amount of Notes Beneficially Number of Shares Owned That of Common Stock Name of Selling Holder May be Sold That May be Sold ---------------------- ------------------- ---------------- AIG DKR SoundShore Opportunity Holding Fund Ltd. $5,000,000 146,670
In addition, 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 ---------------------- ------------------- ---------------- HFR CA Select Fund $ 700,000 20,533 McMahan Securities Co. L.P. 1,000,000 29,334 Zazove Convertible Arbitrage Fund L.P. 400,000 11,733 Zazove Hedged Convertible Fund, LP 3,700,000 108,536 Zazove Income Fund L.P. 2,100,000 61,601
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 July 3, 2002