-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DBKtLlXjahesA4rQ26xPo98SkZ7q12Jd9m2FunZT3f5ZYdVX4rzjno4hCEy3zTkT sgfF8LPkz8C4NcUkGdQI5A== 0000950142-97-000817.txt : 19971016 0000950142-97-000817.hdr.sgml : 19971016 ACCESSION NUMBER: 0000950142-97-000817 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970731 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971015 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATX CAPITAL CORP CENTRAL INDEX KEY: 0000357019 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 941661392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08319 FILM NUMBER: 97696050 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CTR SUITE 2200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159553200 FORMER COMPANY: FORMER CONFORMED NAME: GATX LEASING CORP DATE OF NAME CHANGE: 19900405 8-K 1 FORM 8-K 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): October 14, 1997 GATX CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-1661392 (State of other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) Four Embarcadero Center San Francisco, California 94111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 955-3200 Not Applicable (Former name or former address, if changed since last report) Page 1 of 3 Pages Exhibit Index on Page 4 2 ITEM 5. OTHER EVENTS On October 14, 1997, GATX Capital Corporation (the "Company") entered into a Third Supplemental Indenture dated as of October 14, 1997 (the "Third Supplemental Indenture") with The Chase Manhattan Bank, as Trustee, that supplements and amends an Indenture dated as of July 31, 1989, as supplemented and amended by a Supplemental Indenture dated as of December 18, 1991 and a Second Supplemental Indenture dated as of January 2, 1996. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 4.1 Indenture dated as of July 31, 1989 between GATX Capital Corporation (formerly named GATX Leasing Corporation) and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4(a) to the Company's Form S-3 Registration Statement No.33- 30300). 4.2 Supplemental Indenture dated as of December 18, 1991 between GATX Capital Corporation and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4(b) to the Company's Form S-3 Registration Statement No.33-64474). 4.3 Second Supplemental Indenture dated as of January 2, 1996 between GATX Capital Corporation and The Chase Manhattan Bank, as Trustee. 4.4 Third Supplemental Indenture dated as of October 14, 1997 between GATX Capital Corporation and The Chase Manhattan Bank, as Trustee. 3 SIGNATURES 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 hereunto duly authorized. GATX CAPITAL CORPORATION Dated: October 15, 1997 By: /s/ Michael E. Cromar ---------------------------------- Name: Michael E. Cromar Title: Vice President and Chief Financial Officer 4 EXHIBIT INDEX GATX CAPITAL CORPORATION Current Report on Form 8-K Exhibit No. Description Page No. - ----------- ----------- -------- 4.1 Indenture dated as of July 31, 1989 between GATX Capital Corporation (formerly named GATX Leasing Corporation) and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4(a) to the Company's Form S-3 Registration Statement No.33-30300). 4.2 Supplemental Indenture dated as of December 18, 1991 between GATX Capital Corporation and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4(b) to the Company's Form S-3 Registration Statement No.33-64474). 4.3 Second Supplemental Indenture dated as of January 2, 1996 between GATX Capital Corporation and The Chase Manhattan Bank, as Trustee. 4.4 Third Supplemental Indenture dated as of October 14, 1997 between GATX Capital Corporation and The Chase Manhattan Bank, as Trustee. EX-4.3 2 SECOND SUPPLEMENTAL INDENTURE Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE is entered into as of January 2, 1996 by and between GATX CAPITAL CORPORATION, a Delaware corporation (formerly GATX Leasing Corporation) (the "Company") having its principal office at Four Embarcadero Center, San Francisco, CA 94111 and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association (the "Trustee"), amending and supplementing the indenture dated as of July 31, 1989, as amended and supplemented by that supplemental indenture dated as of December 18, 1991 (collectively the "Indenture"). RECITALS OF THE COMPANY: The Company has duly authorized the execution and delivery of this Supplemental Indenture, and all things necessary to make this Supplemental Indenture a valid agreement of the Company have been done. This Supplemental Indenture is entered into pursuant to Section 9.1(d) of the Indenture, to change or eliminate any provision of the Indenture, provided that such change or elimination does not apply to any Security Outstanding. NOW, THEREFORE, this Supplemental Indenture witnesseth that it is mutually covenanted and agreed that the final sentence of Section 10.6 shall be amended in its entirety and restated to read as follows: "For purposes of this Section with respect to Securities of the series entitled Medium Term Notes -- Series A, Medium Term Notes -- Series B and Medium Term Notes -- Series C, which constitute all Securities Outstanding as of the date hereof, the term 'Net Tangible Assets' shall mean the excess of total assets over total liabilities as shown on the Company's latest consolidated balance sheet prepared in accordance with generally accepted accounting principles, minus intangible assets. For purposes of this Section with respect to all Securities other than 2 such series, the term 'Net Tangible Assets' at any date shall mean the total assets of the Company as they appear on the most recently prepared consolidated balance sheet as of the end of a fiscal quarter, less (i) all liabilities shown on such consolidated balance sheet that are classified and accounted for as current liabilities or that otherwise would be considered current liabilities under generally accepted accounting principles and (ii) all assets shown on such consolidated balance sheet that are classified and accounted for as intangible assets of the Company or that otherwise would be considered intangible assets under generally accepted accounting principles, including, without limitation, franchises, patents and patent applications, trademarks, brand names and goodwill." This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 3 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. GATX CAPITAL CORPORATION By /s/ George R. Prince ------------------------------ George R. Prince Vice President and Treasurer [Seal] Attest /s/ Marty M. Linne ------------------------------ Marty M. Linne Assistant Secretary THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as Trustee By /s/ Valerie Dunbar ------------------------------ Valerie Dunbar Vice President [Seal] Attest /s/ Janet Robinson ------------------------------ Name Janet Robinson Title Assistant Secretary EX-4.4 3 THIRD SUPPLEMENTAL INDENTURE Exhibit 4.4 THIRD SUPPLEMENTAL INDENTURE THIS THIRD SUPPLEMENTAL INDENTURE is entered into as of October 14, 1997 by and between GATX CAPITAL CORPORATION, a Delaware corporation (formerly GATX Leasing Corporation) (the "Company") having its principal office at Four Embarcadero Center, San Francisco, CA 94111, and THE CHASE MANHATTAN BANK, a New York banking corporation (the "Trustee"), amending and supplementing the Indenture dated as of July 31, 1989, as amended and supplemented by a Supplemental Indenture dated as of December 18, 1991 and by a Second Supplemental Indenture dated as of January 2, 1996 (the "Indenture"). RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Third Supplemental Indenture, and all things necessary to make this Third Supplemental Indenture a valid agreement of the Company have been done. This Third Supplemental Indenture is entered into pursuant to Sections 9.1(g) and (j) of the Indenture. NOW, THEREFORE, this Third Supplemental Indenture witnesseth that it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: 1. The definition of "Trust Indenture Act" as set forth in Section 1.1 of the Indenture shall be amended in its entirety and restated to read as follows: ""Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended." 2. Section 6.8 of the Indenture shall be amended and restated in its entirety to read as follows: "Disqualifications; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture." 3. Paragraph (i) of Section 6.10(d) shall be amended and restated in its entirety to read as follows: "(i) the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or" 2 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. GATX CAPITAL CORPORATION By: /s/ Michael E. Cromar -------------------------------- Name: Michael E. Cromar Title: Vice President and Chief Financial Officer [Seal] Attest: /s/ Marty M. Linne -------------------------------- Name: Marty M. Linne Title: Assistant Secretary THE CHASE MANHATTAN BANK, as Trustee By: /s/ James P. Freeman -------------------------------- Name: James P. Freeman Title: Assistant Vice President [Seal] Attest: /s/ Gregory P. Shea -------------------------------- Name: Gregory P. Shea Title: Senior Trust Officer 3 STATE OF CALIFORNIA ) ) ss. County of San Francisco ) On the 14th day of October, 1997, before me personally came Michael E. Cromar, to me known, who, being by me duly sworn, did depose and say that he is Vice President and Chief Financial Officer of GATX CAPITAL CORPORATION, a Delaware corporation, one of the persons described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporation's seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Anne L. Stevens -------------------------------- Notary Public [NOTARIAL SEAL] 4 STATE OF NEW YORK ) ) ss. County of Kings ) On the 14th day of October, 1997, before me personally came James P. Freeman, to me known, who, being by me duly sworn, did depose and say that he is Assistant Vice President of The Chase Manhattan Bank, one of the persons described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporation's seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Emily Fayan ---------------------------- Notary Public [NOTARIAL SEAL] -----END PRIVACY-ENHANCED MESSAGE-----