GATX CORP — Capital/Financing Update 2006

Oct 4, 2006

8-K 1 c08893e8vk.htm FORM 8-K e8vk PAGEBREAK

UNITED STATES 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): September 28, 2006

GATX Corporation

(Exact name of registrant as specified in its charter)

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

500 West Monroe Street Chicago, Illinois 60661-3676 (Address of principal executive offices, including zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

On September 28, 2006, GATX Corporation (“GATX” or the “Company”) signed a definitive agreement to sell the majority of its aircraft leasing business to Macquarie Aircraft Leasing Limited (“MALL”), a consortium of investors including affiliates of Macquarie Bank Limited and affiliated investment funds of Och Ziff Capital Management Group. Under the terms of the agreement, MALL will acquire GATX’s wholly owned aircraft and will seek to acquire assets within the aircraft leasing joint ventures managed by GATX. The transaction is subject to customary closing conditions, third-party consents and regulatory approvals and is expected to close by year end. For more information, see the news release attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 2.06 Material Impairments

Upon signing of the MALL agreement described in Item 1.01, GATX determined that a material impairment charge was required to write down the assets of the business, consisting primarily of wholly owned aircraft and investments in joint ventures, to fair value less costs to sell. The impairment charge is estimated to be $50 — $70 million after tax and will be recorded in the third quarter of 2006. After the payment of transaction costs, taxes and debt specifically related to aircraft assets, GATX expects cash proceeds from the sale, assuming all assets contemplated in the transaction are sold, to be approximately $500 million. The Company does not anticipate any other material future cash expenditures associated with the sales.

Item 9.01 Financial Statements and Exhibits

The completion of the transaction with MALL as described in Item 1.01 and the previously disclosed sales of 22 of the Company’s wholly owned and partnered aircraft and five aircraft under letters of intent combined with the completed sale of the Company’s interest in its Pembroke affiliate will result in the disposition of substantially all the of the operations of GATX’s Air segment. Accordingly, in future filings the Air segment will be classified as discontinued operations. Additionally, as the Company has deemed the completion of the sales to be probable and in accordance with Article 11 of Regulation S-X, pro forma financial information illustrating the combined effects of the sales on GATX’s financial position as of June 30, 2006 and on the results of its operations for the six months ended June 30, 2006 and the years ended December 31, 2005, 2004, and 2003 is filed with this Report as Exhibit 99.2.

(b) Pro forma financial information

(d) Exhibits

99.1	News release of GATX Corporation, dated September 28, 2006.
99.2	Pro Forma Financial Information

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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/ Robert C. Lyons Robert C. Lyons
Vice-President, Chief Financial Officer
(Duly Authorized Officer)

Date: October 4, 2006

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EXHIBIT INDEX

Exhibit No.	Exhibit Description	Method of Filing
99.1	News Release of GATX Corporation, dated
September 28, 2006, announcing signing of agreement
for sale of majority of aircraft leasing business.	Electronically
99.2	GATX Corporation unaudited pro forma condensed
consolidated balance sheet at June 30, 2006 and
unaudited pro forma condensed consolidated statements
of income for the six months ended June 30, 2006 and
the years ended December 31, 2005, 2004, and 2003.	Electronically

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