-----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, MeCuWGN48TZjcTfDvjkfCOvdsviOZuk+12p+vMIQGUykCQCIre7kUxy8BsS/ehj8 IZ28iXwwB1Lvr27lj26a8g== /in/edgar/work/20000628/0000950137-00-003110/0000950137-00-003110.txt : 20000920 0000950137-00-003110.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950137-00-003110 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATX CORP CENTRAL INDEX KEY: 0000040211 STANDARD INDUSTRIAL CLASSIFICATION: [4700 ] IRS NUMBER: 361124040 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-02328 FILM NUMBER: 662803 BUSINESS ADDRESS: STREET 1: 500 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126216200 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL AMERICAN TRANSPORTATION CORP DATE OF NAME CHANGE: 19750722 11-K 1 e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------------------------------------- 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 -------------------------------------------------- Full title of the Plan: GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN Name of the issuer of the securities held pursuant to the Plan and the address of its principal executive office: GATX Corporation 500 West Monroe Street, Chicago, Illinois 60661-3676 (312) 621-6200 2 SIGNATURE 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 CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN (Name of Plan) By: /s/ James Conniff James Conniff Plan Administrator Date: June 28, 2000 3 GATX Corporation Salaried Employees Retirement Savings Plan Financial Statements and Supplemental Schedule Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors.................................................4 Consent of Independent Auditors................................................5 Financial Statements Statements of Assets Available for Benefits....................................6 Statements of Changes in Assets Available for Benefits.........................7 Notes to Financial Statements..................................................8 Supplemental Schedule Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes at End of Year....................................................12 4 CONSENT OF INDEPENDENT AUDITORS Employee Benefits Committee GATX Corporation We consent to the incorporation by reference in the following (I) Registration Statement No. 2-92404 on Form S-8, filed July 26, 1984 and (II) Registration Statement No. 33-41007 on Form S-8 filed June 7, 1991, pertaining to the GATX Corporation Salaried Employees Retirement Savings Plan, of our report dated April 14, 2000 with respect to the financial statements of GATX Corporation Salaried Employees Retirement Savings Plan included in this Annual Report on Form 11-K for the year ended December 31, 1999. ERNST & YOUNG LLP Chicago, Illinois June 23, 2000 2 5 Report of Independent Auditors Employee Benefits Committee GATX Corporation We have audited the accompanying statements of assets available for benefits of the GATX Corporation Salaried Employees Retirement Savings Plan as of December 31, 1999 and 1998, and the related statement 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 at end of year 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. The 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. Chicago, Illinois April 14, 2000 3 6 EIN 36-1124040 Plan #002 GATX Corporation Salaried Employees Retirement Savings Plan Statements of Assets Available for Benefits DECEMBER 31 1999 1998 ----------------------------- ASSETS Investments $115,278,767 $94,424,002 Interest in Master Trust 60,341,620 63,754,753 ----------------------------- $175,620,387 $158,178,755 ============================= See notes to financial statements. 4 7 EIN 36-1124040 Plan #002 GATX Corporation Salaried Employees Retirement Savings Plan Statements of Changes in Assets Available for Benefits
YEAR ENDED DECEMBER 31 1999 1998 ----------------------------- ADDITIONS Contributions by GATX Corporation and subsidiaries $ 2,350,551 $ 2,294,334 Salary deferrals by participants 7,468,968 6,995,046 Rollover contributions 1,220,168 817,455 Interest and dividend income 6,408,293 4,981,613 Net investment (loss) income from Master Trust (4,499,618) 4,394,040 Transfer from GATX Corporation Hourly Employees Retirement Savings Plan 22,727 8,278 ----------------------------- 12,971,089 19,490,766 DEDUCTIONS Benefit payments (9,032,323) (7,478,275) Net realized and unrealized appreciation in fair value of investments 13,502,866 8,481,294 ----------------------------- Net increase 17,441,632 20,493,785 Assets available for benefits: Beginning of year 158,178,755 137,684,970 ----------------------------- End of year $175,620,387 $158,178,755 =============================
See notes to financial statements. 5 8 EIN 36-1124040 Plan #002 GATX Corporation Salaried Employees Retirement Savings Plan Notes to Financial Statements Years ended December 31, 1999 and 1998 1. DESCRIPTION OF THE PLAN The following description of the GATX Corporation (GATX or the Company) Salaried Employees Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan is a defined-contribution plan which was established July 1, 1965, for salaried employees of GATX and each of its domestic subsidiaries which adopts or has adopted the Plan upon authorization by GATX. CONTRIBUTIONS Each year, participants may contribute between 1% and 15% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined-benefit or defined-contribution plans. After a participant completes six months of service, GATX and its electing subsidiaries contribute an amount up to but not more than $.50, as determined from time to time by GATX, for each participant contribution dollar up to 6% of a participant's eligible compensation. Company contributions are invested in GATX common stock and short-term investments. All contributions are made in cash and are deposited semimonthly. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions, Company contributions, and allocation of Plan earnings. Allocations are based on account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. 6 9 GATX Corporation Salaried Employees Retirement Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) VESTING Participants are immediately 100% vested in their account balance. INVESTMENT OPTIONS Investment alternatives for participant contributions consist of selected fund options available through Fidelity Management Trust Company. Participants may change their investment options on any business day. BENEFIT PAYMENTS In the event of retirement (as defined), death, permanent disability, or termination of employment, the vested balance in the participant's account will be distributed to the participant or the participant's beneficiary in a single lump-sum cash payment, installments, or annuity. The portion of the participant's account invested in GATX stock can be distributed in kind. In-service withdrawals are available to participants for immediate and heavy financial need (as defined). The in-service withdrawal amount is limited to the participant's contribution portion and cannot exceed the amount required to relieve the financial need. The Plan also allows for age 59 1/2 withdrawals, as defined. ADMINISTRATIVE EXPENSES It is the intent of the Company to pay the administrative expenses of the Plan, but if the Company fails to make the payments, or so directs, there may be a charge against the Plan for these expenses. PARTICIPANT LOANS A participant may borrow an amount up to the lesser of $50,000 or 50% of their account balance. Such loans, which are payable over a term specified by the Plan, bear interest at a rate of 1% above the prime rate and are secured by a participant's account balance in the Plan. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 7 10 GATX Corporation Salaried Employees Retirement Savings Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES INVESTMENT VALUATION AND INCOME RECOGNITION The Banker's Trust Pyramid GIC Fund and the Commingled Pool are stated at contract value which is determined in accordance with various contracts. Contract value represents contributions made under the contract, plus interest at the contract rate, less withdrawals. The Plan's beneficial interest in the Master Trust represents the Plan's share of the Master Trust's investments stated at fair value and is determined by quoted market prices. The fair value of the participation units owned by the Plan in the other investments is based on quoted redemption values on the last business day of the Plan year. Participant loans are stated at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. CONTRIBUTIONS Participant contributions are made through payroll deductions and recorded in the period the deductions are made. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. RECLASSIFICATION Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. 8 11 GATX Corporation Salaried Employees Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS Except for investments held in a Master Trust (see Note 4), the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value as follows: YEAR ENDED DECEMBER 31 1999 1998 -------------------------- Net realized and unrealized appreciation (depreciation) in fair value of investments: Mutual funds $13,497,892 $8,487,705 Phillips Petroleum Company Securities 4,974 (6,411) ------------------------- $13,502,866 $8,481,294 ========================= Except for investments held in a Master Trust (see Note 4), the Plan held the following individual investments representing 5% or more of Plan assets: DECEMBER 31 1999 1998 -------------------------- At fair value: Bankers Trust Pyramid GIC Fund $ - $ 8,986,805 Commingled Pool 20,010,655 - Spartan U.S. Equity Index Fund 37,791,768 30,854,092 Fidelity Puritan Fund 9,841,647 9,492,958 Putnam Voyager Fund 28,377,495 17,364,579 Fidelity Managed Income Portfolio II - 15,089,178 9 12 GATX Corporation Salaried Employees Retirement Savings Plan Notes to Financial Statements (continued) 4. MASTER TRUST The GATX Corporation Common Stock Fund is in a Master Trust which includes assets of three GATX benefit plans: the Plan; the GATX Corporation Hourly Employees Retirement Savings Plan; and the GATX Logistics Inc. 401(k) Cash Accumulation 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. A summary of the net assets and the changes in net assets of the Master Trust follows: DECEMBER 31 1999 1998 ----------------------------- ASSETS FMTC Institutional Cash Portfolio 689,175 $ 555,399 GATX Corporation common stock 61,903,729 64,867,604 RECEIVABLES Other receivables 3,075 227,974 ----------------------------- NET ASSETS $62,595,979 $65,650,977 ============================= YEAR ENDED DECEMBER 31 1999 1998 ----------------------------- ADDITIONS Contributions 4,389,909 $ 4,283,297 Interfund transfers 459,984 3,081,599 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 (depreciation) appreciation in fair value of common stock (6,684,348) 2,788,325 Net assets at beginning of year 65,650,977 56,696,488 ----------------------------- Net assets at end of year $62,595,979 $65,650,977 ============================= The Plan held a 96.4% and 97.1% interest in the Master Trust as of December 31, 1999 and 1998, respectively. 10 13 GATX Corporation Salaried Employees Retirement Savings Plan Notes to Financial Statements (continued) 5. NONPARTICIPANT DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the GATX Corporation Common Stock Fund, which includes participant directed and nonparticipant directed investments, is as follows: DECEMBER 31 1999 1998 ------------------------------ Investment, at fair value: Interest in the GATX Corporation Common Stock Fund $60,341,620 $63,754,753 ============================== YEAR ENDED DECEMBER 31 1999 1998 ------------------------------ Changes in net assets: Company contributions $ 2,350,551 $ 2,294,334 Salary deferrals by participants 1,182,088 1,185,574 Rollover contributions 72,476 244,421 Interest and dividend income 1,934,470 1,595,924 Transfer from (to) GATX Corporation Hourly Employees Retirement Savings Plan 328 (14,008) Net realized and unrealized (depreciation) appreciation in fair value of investments (6,434,088) 2,798,116 Benefits paid (3,058,022) (2,796,388) Interfund transfers 539,064 2,197,471 ------------------------------ $(3,413,133) $ 7,505,444 ============================== 6. TAX STATUS The Internal Revenue Service ruled August 4, 1995, that the Plan qualified under section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The plan 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. 11 14 EIN 36-1124040 Plan #002 GATX Corporation Salaried Employees Retirement Savings Plan Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 CURRENT IDENTITY OF ISSUER/DESCRIPTION OF ISSUE SHARES VALUE - -------------------------------------------------------------------------------- Fidelity Management Trust Company*: Bankers' Trust Pyramid GIC Fund 4,822,161 $ 4,822,161 Commingled Pool 20,010,655 20,010,655 FMTC Institutional Money Market Fund 875,965 875,965 Dreyfus New Leaders Fund 37,850 1,917,853 Templeton Foreign Fund A 242,792 2,724,129 Putnam Voyager Fund 916,586 28,377,496 Phillips Petroleum Company Securities 1,213 57,051 Fidelity Puritan Fund 517,165 9,841,647 Fidelity Equity Income Fund 86,406 4,620,989 Spartan U.S. Equity Index Fund 725,509 37,791,768 Participant Loans (7%-11.65% interest) 4,239,053 ------------ $115,278,767 ============ *Party in interest to the Plan. 12 -----END PRIVACY-ENHANCED MESSAGE-----