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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended Commission File Number
December 31, 1997 1-8319
GATX CAPITAL CORPORATION
Incorporated in the IRS Employer Identification Number
State of Delaware 94-1661392
Four Embarcadero Center
San Francisco, CA 94111
(415) 955-3200
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
All Common Stock of Registrant is held by GATX Financial Services, Inc.
(a wholly-owned subsidiary of GATX Corporation).
As of March 20, 1998, Registrant has outstanding 1,031,250 shares of $1 par
value Common Stock.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(a) AND
(b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
1
DOCUMENTS INCORPORATED BY REFERENCE
Document Part of Form 10-K
Annual Report to Stockholder for Part II Items 6,7,& 8
Fiscal Year ended December 31, 1997
(the "Annual Report")
Registration Statement on Form S-1 Part IV Item 14(a)3
filed with the Commission on
December 23, 1981 (file No. 2-75467)
Amendment No. 1 to Form S-1 filed Part IV Item 14(a)3
with the Commission on
February 23, 1982
Amendment No. 2 to Form S-1 filed Part IV Item 14(a)3
with the Commission on March 2, 1982
Form 10-K for the Year Ended Part IV Item 14(a)3
December 31, 1982 filed with the
Commission on March 28, 1983
Form 10-K for the Year Ended Part IV Item 14(a)3
December 31, 1990 filed with the
Commission on March 30, 1991
Form 10-K for the Year Ended Part IV Item 14(a)3
December 31, 1992 filed with the
Commission on March 31, 1993
Form 10-K for the Year Ended Part IV Item 14(a)3
December 31, 1994 filed with the
Commission on March 27, 1995
Form 10-K for the Year Ended Part IV Item 14(a)3
December 31, 1995 filed with the
Commission on March 28, 1996
2
PART I
Item 1. Business
- -----------------
GATX Capital Corporation and its subsidiaries (the "Company") actively invest in
a wide variety of assets. These investments are made through a variety of
financing instruments, primarily leases and loans, either for the Company's own
account or through partnerships and joint ventures. GATX Capital actively
manages its existing portfolio of investments as well as those of institutional
investors, and several joint ventures and partnerships in which it participates.
Additionally, the Company arranges secured financing for others. The Company
also sells computer network technology equipment and provides technical service
on the equipment it sells. GATX Capital Corporation is a wholly-owned subsidiary
of GATX Corporation.
Item 2. Properties
- -------------------
The Company leases all of its office space and owns no materially important
physical properties other than those related directly to its investment
portfolio. The Company's principal offices are rented under a twelve year lease
expiring in 2003.
Item 3. Legal Proceedings
- --------------------------
On July 11, 1996, GATX/Airlog Company ("Airlog"), a California general
partnership of which a subsidiary of the Company is a partner, and the Company
filed a complaint for Declaratory Judgment against Evergreen International
Airlines, Inc., ("Evergreen") in the United States District Court for the
Northern District of California (No. C96-2494) seeking a declaration that
neither the Company nor Airlog has any liability to Evergreen as a result of the
issuance of Airworthiness Directive 96- 01-03 (the "Airworthiness Directive") by
the Federal Aviation Administration (the "FAA") in January 1996. The effect of
the Airworthiness Directive is to reduce significantly the amount of freight
that three of Evergreen's B747 aircraft may carry.
Between 1988 and 1990, these three aircraft, along with a fourth no longer owned
by Evergreen, were modified from passenger to freight configuration by
subcontractors of Airlog, with Evergreen's knowledge and consent, pursuant to
contracts between Airlog and Evergreen or one of its affiliates. These four
aircraft are part of a group of ten B747 aircraft (the "Affected Aircraft") that
were modified by subcontractors of Airlog under authority of Supplemental Type
Certificates issued by the FAA pursuant to a design approved by the FAA at the
time the modifications were made, and which are subject to the Airworthiness
Directive (the "STCs"). The three Evergreen Affected Aircraft were flown as part
of its fleet for more than five years, and the seven other Affected Aircraft
were flown by Evergreen and the three other operators for significant periods.
The Company guaranteed certain of Airlog's obligations to Evergreen. The Company
did not issue guarantees with respect to Airlog's obligations to any of Airlog's
other customers for the Affected Aircraft.
Evergreen filed an answer and counterclaim on August 1, 1996, asserting that
Airlog and the Company are liable to it under a number of legal theories in
connection with the application of the Airworthiness Directive to its three
Affected Aircraft. In an initial disclosure statement dated October 29, 1996,
and served on Airlog and the Company pursuant to applicable discovery rules,
Evergreen alleged damages which it calculated as follows: (i) out-of-service
costs amounting to approximately $16.2 million as of October 15, 1996; (ii)
denial of access to then currently favorable capital markets, resulting in an
alleged inability to issue shares in an initial public offering with a value of
as much as $1.8 billion; (iii) lost flight revenues and profits amounting to
approximately $25.8 million; (iv) lost business opportunities and profits
3
attributable to Evergreen's diminished 747 fleet capacity (which Evergreen did
not quantify, but indicated is subject to further calculation); and maintenance
costs in responding to the Airworthiness Directive (and to related airworthiness
directives issued by the FAA) of approximately $1.6 million as of March 1996.
The counterclaim also seeks exemplary and punitive damages in an unspecified
amount. In its November 7, 1997 Subsequent Case Management Statement, Evergreen
claimed that it seeks recovery for out-of-pocket losses, lost revenues, lost
profits, lost business opportunities, maintenance work, repair costs and capital
losses in an amount that exceeds $145 million.
Airlog and the Company filed a motion seeking partial summary judgment as to
four of Evergreen's counterclaims. Airlog and the Company alleged that three
counterclaims, each for breach of warranty, are barred by the California
Commercial Code's four-year statute of repose, and that a fourth counterclaim,
seeking recovery for negligent misrepresentation is barred by the "economic loss
doctrine" which prevents contracting parties from attempting to use tort law to
avoid liability limitations they agreed to in their contracts. On June 5, 1997,
the Court ruled on the Motion For Partial Summary Judgment. The Court granted
the motion as to Evergreen's counterclaim that alleged Airlog breached its
warranty under the Purchase Agreement pursuant to which Airlog sold one of the
converted aircraft to Evergreen, and denied the motion as to Evergreen's
counterclaim that Airlog breached its warranty under the Modification Agreements
pursuant to which Airlog manufactured and installed freighter conversion kits
with respect to two other aircraft owned by Evergreen. The Court ruled that the
Purchase Agreement was a contract for the sale of goods and that claims
thereunder were barred by the four year statute of repose under the California
Commercial Code (the "Code"). The Court ruled that the Modification Agreements
were contracts for services not governed by the Code, and that any applicable
statute of limitations did not begin to run until Evergreen had, or should have
had, knowledge of the alleged breach. The Court also denied the motion with
respect to Evergreen's counterclaim in which it alleged that Airlog negligently
misrepresented certain facts which purportedly induced Evergreen to enter into
the Purchase and Modification Agreements. The Court's ruling bars Evergreen from
recovering under its claim for breach of warranty under the Purchase Agreement,
and permits Evergreen (subject to reconsideration or appeal) to proceed with its
claim for breach of warranty under the Modification Agreements and its claim of
negligent misrepresentation. The ruling does not represent a decision that
Evergreen is entitled to prevail on those claims. Airlog and the Company have
other defenses to those claims which they are vigorously asserting.
On January 31, 1997, American International Airways, Inc. ("AIA") filed a
complaint in the United States District Court for the Northern District of
California (C97-0378) against Airlog, the Company, Airlog Management Corp., and
others asserting that Airlog and the Company are liable to it under a number of
legal theories in connection with the application of the Airworthiness Directive
to two Affected Aircraft owned by AIA. These aircraft were modified by
subcontractors of Airlog in 1992 and 1994 with AIA's knowledge and consent. The
Complaint seeks damages (to be trebled under one count of the complaint) of an
unspecified amount relating to lost revenues, lost profits, denied access to
capital markets, repair costs, disruption of its business plan, lost business
opportunities, maintenance and engineering costs, and other additional
consequential, direct, incidental and related damages. The Complaint asks in the
alternative for a recision of AIA's agreements with Airlog and a return of
amounts paid, and for injunctive relief directing that Airlog, and certain
individual defendants, properly staff and manage the correction of the alleged
deficiencies that caused the FAA to issue the Airworthiness Directive. AIA filed
a Joint Case Management Statement and Proposed Order specifying the damages it
has allegedly suffered as a result of the application of the Airworthiness
Directive to the two Affected Aircraft it owns. In that pleading, AIA alleges
that it sustained damages of $43,787,954 through May 31, 1997, and further
alleges that it continues to accrue loss of use damages of at least $1,800,000
per month until the aircraft are operational.
4
On June 4, 1997 Tower Air, Inc. ("Tower") filed an action in the Supreme Court
of the State of New York, County of New York (Index No. 97/602851) against the
Company, Airlog, an officer of the Company and others with respect to one
Affected Aircraft it leased and subsequently purchased from a trust for the
benefit of an affiliate of Airlog in December 1994. This action asserts causes
of action in fraud and deceit, negligent misrepresentation, breach of contract,
negligence and seeks damages in excess of $25 million together with interest,
costs, attorneys' fees and punitive damages.
General Electric Capital Corporation and a subsidiary thereof (collectively,
"GECC"), Airlog, GATX Corporation and the Company entered into a Tolling
Agreement dated December 17, 1996 and amended in April 1997 and January 1998.
The Tolling Agreement relates to certain causes of action under a number of
legal theories arising out the modification of three Affected Aircraft from
passenger to freighter configuration. These aircraft were modified by
subcontractors of Airlog in 1991 with GECC's knowledge and consent. Under the
Tolling Agreement, as amended, the parties have agreed that any defenses of
expiration of the statute of limitations or statute of repose or laches
applicable to the causes of action asserted by GECC are tolled up to and
including July 6, 1998.
On February 25, 1998 The Bank of New York ("BNY") filed an action, as beneficial
owner of an Affected Aircraft, in the United States District Court for the
Northern District of California (No. C98-0385 WHO). This aircraft was originally
converted by Airlog for Evergreen. This action seeks declaratory relief and
asserts claims for breach of contract, intentional misrepresentation,
nondisclosure of known facts, negligence, negligent misrepresentation and unfair
competition. The suit alleges damages of a minimum of $262,000 per month in lost
rent and storage costs since February 1996, unspecified maintenance and related
expenses, diminution in the value of its aircraft by well in excess of $10
million plus the costs of aircraft inspection and modifications to comply
with the Airworthiness Directive,"Anticipated to be in the millions of dollars".
Claims for interest, injunctive relief, restitution and attorneys' fees are also
included.
Airlog and the Company have filed an action in the United States District Court
for the Northern District of California against Pemco Aeroplex, Inc.
(C97-2484WHO), a contractor for Airlog which obtained the STCs and modified
certain of the Affected Aircraft. The Complaint in this action alleges causes of
action for fraudulent and negligent misrepresentation, breach of contract,
professional negligence, implied and equitable indemnity and contribution. This
action seeks a judgment awarding the plaintiffs any and all damages, costs and
expenses in connection with the resolution of the concerns of the FAA as
expressed in the Airworthiness Directive or relating to it, repairing the
Affected Aircraft, defending against the litigation involving the plaintiffs
arising from the Affected Aircraft, paying any judgments against plaintiffs that
may be entered in said litigation and attorneys' fees incurred by the plaintiffs
in connection with defending said litigation.
On December 18, 1997 Airlog filed a claim under the Federal Tort Claims Act
against the FAA for negligence in connection with the FAA's participation in the
design and manufacture of the Affected Aircraft in the amount of $6,204,065.
This amount represents, as at December 18, 1997, the expenses incurred by Airlog
in responding to the Airworthiness Directive and legal fees and costs incurred
in defending the litigation described above. Airlog reserved its right to
increase the amount of its claim in the future. On January 29, 1998 the FAA
rejected Airlog's claim. While disappointing, the FAA's rejection of Airlog's
claim was a procedural requirement to initiating litigation against the agency.
Under the applicable statute Airlog has six months in which to commence such
litigation against the FAA.
On February 10, 1998 the FAA issued a letter to Airlog that approves a number of
Airlog generated Service Bulletins which, when collectively performed on an
Affected Aircraft, permit an operator of such aircraft to achieve revenue
service, but at payloads less than the original certified payload.
5
Consistent with its ongoing product support, Airlog continues to pursue, with
the apparent cooperation of each of the four operators of the Affected Aircraft,
including Evergreen, Tower, GECC and AIA, solutions to the FAA's remaining
concerns raised in the Airworthiness Directive. While the results of any
litigation are impossible to predict with certainty, the Company believes that
each of the foregoing claims are without merit, and that the Company and Airlog
have adequate defenses thereto.
In addition to those matters set forth above, the Company is involved in various
matters of litigation (including those matters set forth above) and has
unresolved claims pending. While the amounts claimed are substantial and the
ultimate liability with respect to such claims cannot be determined at this
time, it is the opinion of management that damages, if any, required to be paid
by the Company in the discharge of such liability are not likely to be material
to the Company's financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
Omitted under provisions of the reduced disclosure format.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
- --------------------------------------------------------------------------------
Not applicable. All common stock of the Registrant is held by GATX Financial
Services, Inc. (a wholly-owned subsidiary of GATX Corporation). Information
regarding dividends is shown on the consolidated statements of income and
reinvested earnings which are included in Item 8.
Item 6. Selected Financial Data
- -------------------------------
Omitted under provisions of the reduced disclosure format.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
Incorporated herein by reference to the Annual Report, pages 26-29, included as
Exhibit 13 of this document.
Item 8. Financial Statements and Supplementary Data
- ----------------------------------------------------
The following consolidated financial statements of GATX Capital Corporation,
included in the Annual Report(Exhibit 13), are incorporated herein by reference
(page references are to the Annual Report):
Consolidated Statements of Income
and Reinvested Earnings for years
ended December 31, 1997, 1996, and 1995 Page 30
Consolidated Balance Sheets
As of December 31, 1997 and 1996 Page 31
Consolidated Statements of Cash Flows for
years ended December 31, 1997, 1996, and 1995 Page 32
Notes to Consolidated Financial Statements Pages 33 - 43
6
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -------------------------------------------------------------------------
Financial Disclosure
- --------------------
None.
PART III
Item 10(a). Directors of the Registrant
- ----------------------------------------
Name Office Held Since Age
- ----------------------------------------------------------------------------
Ronald H. Zech Chairman of the Board 1984 54
Joseph C. Lane President, Chief Executive
Officer and Director 1994 44
David B. Anderson Director 1996 56
Alan C. Coe Executive Vice President
and Director 1994 46
Jesse V. Crews Executive Vice President,
Chief Investment Officer,
and Director 1994 45
David M. Edwards Director 1990 46
Kathyrn G. Jackson Executive Vice President
and Director 1997 42
Item 10(b). Executive Officers of the Registrant
- -------------------------------------------------
Name Office Held Since Age
- -----------------------------------------------------------------------------
Joseph C. Lane President, Chief Executive
Officer and Director 1994 44
Alan C. Coe Executive Vice President
and Director 1994 46
Jesse V. Crews Executive Vice President,
Chief Investment Officer,
and Director 1994 45
Frederick L. Hatton Executive Vice President 1984 55
Cal C. Harling Executive Vice President-
Technology Group 1994 49
Kathryn G. Jackson Executive Vice President,
Managing Director-Corporate
Finance and Director 1997 42
Robert J. Sammis Executive Vice President-
Diversified Portfolios 1993 51
Michael C. Cromar Senior Vice President and Chief
Financial Officer 1994 50
Richard M. Tinnon Vice President and Treasurer 1996 34
Thomas C. Nord Vice President, General
Counsel, and Secretary 1980 57
Valerie C. Williams Vice President-Human
Resources 1989 53
Curt F. Glenn Vice President-Investment
and Managed Portfolios 1997 43
A. Douglas Shattuck Principal Accounting Officer
and Corporate Controller 1997 35
7
JOSEPH C. LANE, President, Chief Executive Officer and Director since 1994. Mr.
Lane joined GATX in 1978 as a Financial Analyst. At GATX he has held a variety
of positions including District Manager, Regional Marketing Manager, Managing
Director of Corporate Finance and President of GATX International. Mr. Lane
served as Vice President Corporate Finance for two years with the regional
investment banking firm of Rotan Mosle in Houston, Texas, before re-joining GATX
in 1983. He was elected to the Board of Directors of GATX Capital in 1988.
Mr. Lane was a member of the staff at Yale University and an officer of American
Digital Systems. He currently serves as Chairman of the Board of Directors of
Centron Corporation and of Sun Financial. He is Vice Chairman of the Equipment
Leasing Association, the national association of the leasing and finance
industry. He received a Bachelor of Arts degree from Yale University in 1975.
ALAN C. COE, Executive Vice President and Director since 1994. Mr. Coe joined
the Company in 1977 as a Financial Analyst and has held a variety of positions
both domestically and internationally. Mr. Coe is currently responsible for the
activities of GATX Air. Prior to 1977, Mr. Coe served as an officer in the
United States Air Force (four years) and as Vice President-Corporate Finance -
with Rotan Mosle in Houston, Texas (three years). Mr. Coe received a BA from
Southern Methodist University in 1973 and his MBA from Golden Gate University in
1976.
JESSE V. CREWS, Executive Vice President, Chief Investment Officer and Director
since 1995. Mr. Crews joined the Company in 1977 as a Financial Analyst and had
a variety of positions, including Regional Manager of the Singapore (two years)
and New Orleans/Houston (five years) offices before returning to San Francisco
in 1985. He has been broadly responsible for the development of new business
investment opportunities for the Company's own portfolio since 1986 and as head
of the Corporate Finance Group from 1990 to 1994. Mr. Crews received a BA from
Yale and an MBA from the University of Virginia.
FREDERICK L. HATTON, Executive Vice President since 1984. Mr. Hatton joined the
Company in 1983 as Senior Vice President and President of GATX Air and is
responsible for GATX/Airlog. He is currently a Director of International Air
Leasing Co. (IASCO) and a Director of the International Society of Transport
Aircraft Trading (ISTAT). Prior to GATX, he served as Vice President Marketing,
and Executive Vice President with IASCO, and in a number of managerial
capacities for The Flying Tiger Line. He received a BS from Yale University in
1964, MS in aerospace management from the University of Southern California in
1971, and an MBA from the Wharton School in 1972. Mr. Hatton served as a U.S.
Marine Corps fighter pilot from 1964 to 1970, including a tour in Vietnam.
CAL C. HARLING, Executive Vice President-GATX Technology Services since 1997.
Mr. Harling joined the Company in 1987 as Vice President, Technology Financing.
Prior to 1987 Mr. Harling was an independent consultant for two years. Mr.
Harling worked for Decimus Corporation, a subsidiary of Bank America
Corporation, for ten years starting in 1975. While at Decimus Mr. Harling held
various positions including Vice President of Vendor Operating Leasing, Vice
President of Portfolio Management, and other management positions in systems
development. Mr. Harling received a BS from California State University,
Sacramento in 1973.
8
KATHRYN G. JACKSON, Executive Vice President and Director since 1997. Ms.
Jackson has managed the Company's Corporate Finance Group since 1995. She joined
the Company in 1981 as Financial Analyst, and transferred to the Chicago
regional office in 1982 serving as District Manager, Vice President and Managing
Director. From 1987 to 1994, she was employed by D'Accord Financial Services as
a Managing Director, member of the Executive Committee and ultimately served as
President, Chairman and Chief Executive Officer. Ms. Jackson graduated Phi Beta
Kappa from Stanford University and holds an MBA from Northwestern University.
ROBERT J. SAMMIS, Executive Vice President. Mr. Sammis joined the Company in
1975 as Associate Counsel. He has served as a Senior Vice President in charge of
Equipment Management and as Managing Director, International and Senior Vice
President, Corporate Development. Mr. Sammis is a Fulbright scholar and, in that
capacity, taught law at the University of Los Andes, Bogota, Columbia. Prior to
joining the Company, he was with Pillsbury, Madison & Sutro as Associate
Counsel. Mr. Sammis received a BA from the University of California and a JD
from the University of Michigan.
MICHAEL E. CROMAR, Senior Vice President and Chief Financial Officer since
October 1994. Prior to joining the Company, Mr. Cromar was Vice President,
Treasurer and Chief Financial Officer at The Harper Group, Inc., a San Francisco
based international logistics services company from December 1992 to October
1994. From September 1988 through August 1992 he served S.A. Louis-Dreyfus &
Cie., principally as Senior Vice President, Finance and Information, for
Gearbulk Ltd. an industrial bulk shipping joint venture in Bergen, Norway. From
1982 to 1988 he was corporate controller and a director of information
technology for American President Companies, Ltd. From 1975, he held a variety
of financial management positions with Natomas Co., an energy resources company.
Mr. Cromar began his career with Touche Ross & Co. where he was a Certified
Public Accountant. He received a BS degree in Business Administration in 1972
from the University of Utah and was an infantry officer in the U.S. Army,
including service in Vietnam.
RICHARD M. TINNON, Vice President and Treasurer since 1996. Mr. Tinnon joined
GATX Capital in 1987 as a Senior Financial Analyst. He has also served as an
Associate Director of GATX Realty, Director of Financial Planning and Analysis,
Assistant Treasurer, and Assistant to the President. Prior to GATX Capital, Mr.
Tinnon worked for Touche Ross & Co. Mr. Tinnon received his B.A. from Michigan
State University in 1985 and his MBA in 1990 from the University of California,
Berkeley.
THOMAS C. NORD, Vice President, General Counsel and Secretary since 1980. Mr.
Nord joined the Company as Associate Counsel in 1977 and became Assistant
General Counsel in 1978. Prior to 1977, Mr. Nord served as Counsel for Irving
Trust Company (three years) and as an Associate in the New York law firm of
Seward & Kissel (five years). Mr. Nord received a BA from Northwestern
University in 1962 and a JD from the University of North Carolina in 1969.
9
VALERIE C. WILLIAMS, Vice President-Human Resources since 1989. Prior to joining
the Company, Ms. Williams was President of VC Williams & Associates, a human
resources consulting firm; was Director, Corporate Compensation and Incentives
at Carson Pirie Scott & Co. and Senior Consultant, Compensation with A.S.
Hansen, Inc. Ms. Williams received her MBA from Lake Forest School of Management
in 1980.
CURT F. GLENN, Vice President-Investment and Managed Portfolios since 1997. Mr.
Glenn joined the Company in 1980 as Assistant Tax Manager, was appointed Tax
Manager in 1985 and elected Vice President in 1989. He was the Controller and
Principal Accounting officer from 1992 until 1997. Prior to joining the Company,
Mr. Glenn was a Senior Tax Analyst at GATX Corporation (two years) and a Senior
Tax Accountant with Trans Union Corporation (four years). Mr. Glenn received a
B.S. in Accounting from DePaul University in 1977. Mr. Glenn is currently
Chairman of the Federal Tax Committee of the Equipment Leasing Association.
A. DOUGLAS SHATTUCK, Principal Accounting Officer and Corporate Controller since
1997. Mr. Shattuck joined the Company in 1996 as Assistant Controller, Financial
Reporting. Prior to joining GATX Capital, Mr. Shattuck was Assistant Controller
of Matson Navigation Company, a San Francisco based container shipping firm,
from March 1992 to December 1996. Mr. Shattuck began his career in 1984 with
Deloitte & Touche in San Francisco. He received his BS degree in Business
Administration in 1984 from Georgetown University.
Items 11, 12 & 13
- -----------------
Omitted under provisions of the reduced disclosure format.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------------------------------------------------------------------------
(a) 1. Financial statements
The following consolidated financial statements of GATX Capital Corporation are
included in Item 8.
Consolidated Statements of Income and Reinvested Earnings
years ended December 31, 1997, 1996 and 1995
Consolidated Balance Sheets
As of December 31, 1997 and 1996
Consolidated Statements of Cash Flows for
years ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
2. Financial statement schedules
All financial statement schedules have been omitted because they are not
applicable or because required information is provided in the financial
statements, including the notes thereto, which are included in Item 8.
10
3. Exhibits Required by Item 601 of Regulation S-K
Exhibit Number
--------------
3(a) Restated Certificate of Incorporation of the Company.(6)
3(b) By-laws of the Company.(1)
4(d) Term Loan Agreement between the Company and a Bank dated
December 26, 1990.(2)
10(a) Office Leases, Four Embarcadero Center, dated October 1, 1990
and June 1, 1991, between the Company and
Four Embarcadero Center Venture.(2)
10(b) Tax Operating Agreement dated January 1, 1983 between GATX
Corporation and the Company.(3)
10(c) Credit Agreement among the Company, the Subsidiaries listed in
Schedule II thereto, the Banks listed on the signature pages
thereto and Chase Manhattan Bank, as agent for the Banks,
dated December 14, 1992.(4)
10(d) Amendment No.1, dated December 1, 1994, to Credit Agreement
referred to in 10(c).(5)
10(e) Credit Agreement among the Company, its two subsidiaries
operating in Canada, and the Bank of Montreal, dated
December 14, 1992.(4)
10(f) First Amendment, dated June 20, 1993 to Credit Agreement
referred to in 10(e).(5)
10(g) Second Amendment, dated June 14, 1994, to Credit
Agreement referred to in 10(e).(5)
10(h) Third Amendment, dated December 1, 1994, to Credit Agreement
referred to in 10(e).(5)
12 Ratio of Earnings to Fixed Charges (7)
13 Annual Report to Shareholder, pages 26-44. (7)
23 Consent of Independent Auditors.(7)
27 Financial Data Schedule.(7)
99 Listing of Medium Term Notes.(7)
The Registrant agrees to furnish to the Commission upon request a copy of each
instrument with respect to issues of long-term debt of the Registrant the
authorized principal amount of which does not exceed 10% of the total assets of
Registrant.
(1) Incorporated by reference to Registration Statement on Form S-1, as
amended, (file number 2-75467) filed with the Commission on
December 23, 1981, page II-4.
(2) Incorporated by reference to Form 10-K filed with the Commission
on March 30, 1991.
(3) Incorporated by reference to Form 10-K filed with the Commission
on March 28, 1983.
(4) Incorporated by reference to Form 10-K filed with the Commission
on March 31, 1993.
(5) Incorporated by reference to Form 10-K filed with the Commission
on March 27, 1995.
(6) Incorporated by reference to Form 10-K filed with the Commission
on March 28, 1996.
(7) Submitted to the Securities and Exchange Commission with the
electronic filing of this document.
11
Item 14(b). Reports on Form 8-K
- --------------------------------
The Company filed a current report on Form 8-K on October 14, 1997, under Item
5., Other Events.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GATX CAPITAL CORPORATION
(Registrant)
By /s/ Joseph C. Lane
-----------------------
Joseph C. Lane
President, Chief Executive Officer
and Director
March 30, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
By /s/ Joseph C. Lane By /s/ Michael E. Cromar
- -- ------------------ -- ---------------------
Joseph C. Lane Michael E. Cromar
President, Chief Executive Officer Senior Vice President and
and Director Chief Financial Officer
Dated: March 30, 1998 Dated: March 30, 1998
By /s/ A. Douglas Shattuck By /s/ David M. Edwards
- -- ----------------------- -- --------------------
A. Douglas Shattuck David M. Edwards
Principal Accounting Officer Director
and Corporate Controller
Dated: March 30, 1998 Dated: March 30, 1998
By /s/ Jesse V. Crews By /s/ Alan C. Coe
- -- ------------------ -- ---------------
Jesse V. Crews Alan C. Coe
Executive Vice President, Chief Executive Vice President
Investment Officer and Director and Director
Dated: March 30, 1998 Dated: March 30, 1998
12
REPORT OF INDEPENDENT AUDITORS
Board of Directors
GATX Capital Corporation
We have audited the accompanying consolidated financial statements of GATX
Capital Corporation (a wholly-owned subsidiary of GATX Corporation) and
subsidiaries listed in the accompanying index to financial statements
(Item 14(a)). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 listed in the accompanying index to
financial statements (Item 14(a)) present fairly, in all material respects, the
consolidated financial position of GATX Capital Corporation and subsidiaries
at December 31, 1997 and 1996 and the consolidated results of their operations
and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
San Francisco, California
January 26, 1998
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