424B3 1 c82484b3e424b3.txt PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-110451 333-110451-01 PROSPECTUS SUPPLEMENT NO. 1 $125,000,000 GATX CORPORATION 5% SENIOR CONVERTIBLE NOTES DUE 2023 FULLY AND UNCONDITIONALLY GUARANTEED BY GATX FINANCIAL CORPORATION AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES This prospectus supplement supplements the prospectus dated January 20, 2004 of GATX Corporation and GATX Financial Corporation relating to the sale by certain holders of our 5% Senior Convertible Notes due 2023 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 table of Selling Holders contained in the prospectus is hereby amended to add the entities who are named below as Selling Holders.
PRINCIPAL AMOUNT OF NOTES BENEFICIALLY NUMBER OF SHARES OWNED THAT OF COMMON STOCK NAME OF SELLING HOLDER MAY BE SOLD THAT MAY BE SOLD ---------------------- ----------- ---------------- Innovest Finanzdienstle ........................................ $ 700,000 29,546 St. Albans Partners Ltd. ....................................... 3,000,000 126,628 Tykhe Fund Ltd. ................................................ 250,000 10,552
In addition, the following Selling Holder is substituted in the table of Selling Holders in lieu of Allstate Insurance Company:
PRINCIPAL AMOUNT OF NOTES BENEFICIALLY NUMBER OF SHARES OWNED THAT OF COMMON STOCK NAME OF SELLING HOLDER MAY BE SOLD THAT MAY BE SOLD ---------------------- ----------- ---------------- Allstate Life Insurance Company ............................... $ 1,000,000 42,209
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 January 30, 2004