GATX CORP — Capital/Financing Update 2004

Aug 5, 2004

8-K/A 1 c87334ae8vkza.htm AMENDMENT TO CURRENT REPORT e8vkza PAGEBREAK

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 30, 2004

GATX Corporation

(Exact Name of Registrant as Specified in its Charter)

New York (State or other jurisdiction of incorporation) 1-2328 (Commission File Number) 36-1124040 (IRS Employer Identification No.)

500 West Monroe Street
Chicago, Illinois (Address of principal executive offices)	60661-3676 (Zip Code)

Registrant’s telephone number, including area code (312) 621-6200

PAGEBREAK

TOC

TABLE OF CONTENTS

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURE
INDEX TO EXHIBITS
Asset Purchase Agreement
Pro Forma Financial Information

/TOC

Table of Contents

link2 "Item 2. Acquisition or Disposition of Assets."

Item 2. Acquisition or Disposition of Assets.

On June 30, 2004, GATX Corporation (“GATX”) sold substantially all of the assets and related nonrecourse debt of its GATX Technology Services business (“Technology”) to CIT Group, Inc for estimated cash proceeds of $247.4 million pursuant to the terms and conditions of the Asset Purchase Agreement dated April 14, 2004. Technology, headquartered in Tampa, Florida, is a leading independent lessor of information technology equipment in North America. GATX first filed information regarding this transaction under Item 2 on Form 8-K on July 1, 2004. That Form 8-K is hereby amended to report the pro forma financial information required under Item 7. link2 "Item 7. Financial Statements, Pro Forma Financial Information and Exhibits"

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a)	Financial statements of businesses acquired
	Not applicable.
(b)	Pro Forma Financial Information
	As required under Item 7 of Form 8-K, the pro forma financial information
with respect to the sale of substantially all of the assets and related
nonrecourse debt of Technology is filed with this Amended Form 8-K as
Exhibit 99.1.
(c)	Exhibits

| 10.1 | Asset Purchase Agreement dated April 14, 2004 between GATX
Technology Services Corporation, GATX Technology Finance Inc., GATX
Financial Corporation, CIT Technologies Corporation and CIT
Financial LTD. |
| --- | --- |
| 99.1 | GATX Corporation and subsidiaries unaudited pro forma
condensed consolidated balance sheet at March 31, 2004 and unaudited
pro forma condensed consolidated statements of income for the three
months ended March 31, 2004 and the year ended December 31, 2003. |

1

PAGEBREAK

Table of Contents

link1 "SIGNATURE"

SIGNATURE

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, thereunto duly authorized.

GATX CORPORATION
(Registrant)
/s/ Brian Kenney
Brian A. Kenney
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer)

Date: August 5, 2004

2

PAGEBREAK

Table of Contents

link1 "INDEX TO EXHIBITS"

INDEX TO EXHIBITS

| Exhibit No. — 10.1 | 1. | Asset Purchase Agreement dated April 14, 2004 between GATX
Technology Services Corporation, GATX Technology Finance Inc., GATX
Financial Corporation, CIT Technologies Corporation and CIT Financial LTD. | Filed Electronically |
| --- | --- | --- | --- |
| | | Exhibit A – Assignment and Assumption Agreement | Omitted |
| | | Exhibit B – Bill of Sale | Omitted |
| | | Exhibit C – Confidentiality Agreement | Omitted |
| | | Exhibit D – Transition Services Agreement | Omitted |
| | | Exhibit E – Equipment Lease Subservicing Agreement | Omitted |
| | | Schedules 1.1(a) – 5.3 | Omitted |
| | 2. | Transition Services Agreement, dated April 14, 2004, between GATX
Technology Services Corporation, GATX Technology Finance., Inc., GATX
Financial Corporation, CIT Technologies Corporation and CIT Financial Ltd. | Omitted* |
| 99.1 | GATX Corporation and subsidiaries unaudited pro forma condensed
consolidated balance sheet at March 31, 2004 and unaudited pro forma
condensed consolidated statements of income for the three months ended
March
31, 2004 and the year ended December 31, 2003. | | Filed Electronically |

• Copies of omitted documents will be furnished upon request.

3