SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number 1-2328
GATX Corporation
Incorporated in the IRS Employer Identification Number
State of New York 36-1124040
500 West Monroe Street
Chicago, Illinois 60661-3676
(312) 621-6200
AMENDMENT NO. 1
This Form 10-K/A is being filed for the purpose of adding Exhibit 99D to Item
14(c) - Exhibits.
Item 14. Financial Statement Schedules, Reports on Form 8-K and Exhibits.
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a) 1. -Financial Statements
The following consolidated financial statements of GATX
Corporation included in the Annual Report to Shareholders
for the year ended December 31, 1996, are filed in
response to Item 8:
Statements of Consolidated Income and Reinvested Earnings
-- Years ended December 31, 1996, 1995 and 1994
Consolidated Balance Sheets -- December 31, 1996 and 1995
Statements of Consolidated Cash Flows -- Years ended
December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
2. -Financial Statement Schedules: Page
Schedule I Condensed Financial
Information of Registrant..... **
Schedule II Valuation and Qualifying Accounts. **
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable, and, therefore, have
been omitted.
b) Current Report on Form 8-K dated January 24, 1997 with respect to certain
litigation filed against GATX/Airlog, a California general partnership of
which GATX Capital Corporation is a partner, and GATX Capital Corporation.
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** Previously included in Registrant's Annual Report on Form 10-K for 1996, as
originally filed.
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c) EXHIBIT INDEX
Exhibit
Number Exhibit Description Page
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3A. Restated Certificate of Incorporation of GATX Corporation, as
amended, incorporated by reference to GATX's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991, file
number 1-2328.
3B. By-Laws of GATX Corporation, as amended and restated as of
July 29, 1994, incorporated by reference to GATX's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994, file number 1-2328.
10A.* GATX Corporation 1985 Long Term Incentive Compensation Plan,
as amended, and restated as of April 27, 1990, incorporated by
reference to GATX's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990, file No. 1-2328. Amendment to
said Plan effective as of April 1, 1991, incorporated by
reference to GATX's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, file number 1-2328; Sixth
Amendment to said Plan effective January 31, 1997, submitted
to the SEC along with the electronic transmission of this
Annual Report on Form 10-K.
10B.* GATX Corporation 1995 Long Term Incentive Compensation Plan,
incorporated by reference to GATX's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1995, file
number 1-2328. First Amendment of said Plan effective as of
January 31, 1997 submitted to the SEC along with the
electronic transmission of this Annual Report on Form 10-K.
10C.* Management Incentive Plan dated January 1, 1997, file number
1-2328. Submitted to the SEC along with the electronic
submission of this Report on Form 10-K.
10D.* GATX Corporation Deferred Fee Plan for Directors, as Amended
and Restated as of October 25, 1996, file number 1-2328.
Submitted to the SEC along with the electronic submission of
this Report on Form 10-K.
<FN>
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* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to the Company's Annual Report on Form 10-K.
</FN>
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Exhibit
Number Exhibit Description Page
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10E.* 1984 Executive Deferred Income Plan Participation Agreement
between GATX Corporation and participating directors and
executive officers dated September 1, 1984, as amended,
incorporated by reference to GATX's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991, file number
1-2328.
10F.* 1985 Executive Deferred Income Plan Participation Agreement
between GATX Corporation and participating directors and
executive officers dated July 1, 1985, as amended,
incorporated by reference to GATX's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991, file number
1-2328.
10G.* 1987 Executive Deferred Income Plan Participation Agreement
between GATX Corporation and participating directors and
executive officers dated December 31, 1986, as amended,
incorporated by reference to GATX's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991, file number
1-2328.
10H.* Amendment to Executive Deferred Income Plan Participation
Agreements between GATX and certain participating directors
and participating executive officers entered into as of
January 1, 1990, incorporated by reference to GATX's Annual
Report on Form 10-K for the fiscal year ended December 31,
1989, file number 1-2328.
10I.* Retirement Supplement to Executive Deferred Income Plan
Participation Agreements entered into as of January 23, 1990,
between GATX and certain participating directors incorporated
by reference to GATX's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, file number 1-2328 and
between GATX and certain other participating directors
incorporated by reference to GATX's Annual Report on Form
10-K for the fiscal year ended December 31, 1990, file
number 1-2328.
10J.* Amendment to Executive Deferred Income Plan Participation
Agreements between GATX and participating executive officers
entered into as of April 23, 1993, incorporated by reference
to GATX's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, file number 1-2328.
<FN>
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* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to the Company's Annual Report on Form 10-K.
</FN>
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Exhibit
Number Exhibit Description Page
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10K.* Director's Deferred Stock Plan approved on July 26,1996,
effective as of April 26, 1996 1992, Summary of Plan
incorporated by reference to GATX's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1996, file
number 1-2328.
10L.* Agreement for Continued Employment Following Change of Control
or Disposition of a Subsidiary between GATX Corporation and
certain executive officers dated as of January 1, 1995,
incorporated by reference to GATX's Quarterly Report on Form
10-Q for the quarterly period ended March 31,1995, file number
1-2328.
10M.* Agreements for Continued Employment Following Change of
Control or Disposition of a Subsidiary between GATX
Corporation and an additional executive officer dated as of
July 1, 1995 and between GATX and another executive officer
dated as of January 1, 1996. Incorporated by reference to
GATX's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, file number 1-2328.
10N.* Agreement dated July 29, 1994, supplementing the Agreement for
Continued Employment Following Change of Control or
Disposition of a Subsidiary between GATX Corporation and
Ronald H. Zech, incorporated by reference to GATX's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994, file number 1-2328.
10O.* Letter Agreement dated August 17, 1993 between William
Chambers and GATX, incorporated by reference to GATX's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1995, file number 1-2328.
10P.* Letter Agreement dated May 31, 1995 between David B. Anderson
and GATX. Incorporated by reference to GATX's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, file
number 1-2328.
10Q.* Arrangements between James J. Glasser and GATX associated with
Mr. Glasser's retirement from GATX as described on page 11 in
the Section of the GATX Proxy Statement dated March 13, 1996
entitled "Termination of Employment and Change of Control
Arrangements" are incorporated herein by reference thereto,
file number 1-2328.
11A. Statement regarding computation of per share earnings. **
<FN>
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* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to the Company's Annual Report on Form 10-K.
** Previously included in Registrant's Annual Report on Form 10-K for 1996, as
originally filed.
</FN>
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Exhibit
Number Exhibit Description Page
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11B. Statement regarding computation of per share earnings
(full dilution) **
12. Statement regarding computation of ratios of earnings to
combined fixed charges and preferred stock dividends. **
13. Annual Report to Shareholders for the year ended December 31,
1996, pages 33-73, with respect to the Annual Report on Form
10-K for the fiscal year ended December 31, 1996, file number
1-2328. Submitted to the SEC along with the electronic
submission of this Report on Form 10-K.
21. Subsidiaries of the Registrant. **
23. Consent of Independent Auditors. **
23A. Consent of Independent Auditors.
24. Powers of Attorney with respect to the Annual Report on Form
10-K for the fiscal year ended December 31, 1996, file number
1-2328. Submitted to the SEC along with the electronic
submission of this Report on Form 10-K.
27. Financial Data Schedule for GATX Corporation for the fiscal
year ended December 31, 1995, file number 1-2328. Submitted to
the SEC along with the electronic submission of this Report on
Form 10-K.
99A. Undertakings to the GATX Corporation Salaried Employees
Retirement Savings Plan, incorporated by reference to GATX's
Annual Report on Form 10-K for the fiscal year ended December
31, 1982, file number 1-2328.
99B. Undertakings to the GATX Corporation 1995 Long Term Incentive
Plan for the fiscal year ended December 31, 1995, file number
1-2328, incorporated by reference to GATX's Annual Report on
Form 10-K for the year ended December 31, 1995.
99C. Undertakings to the GATX Logistics Inc. 401(k) Cash
Accumulation Plan incorporated by reference to the
Form S-8 Registration Statement filed with the SEC on
June 19,1996, Registration No.33-06315.
<FN>
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** Previously included in Registrant's Annual Report on Form 10-K for 1996, as
originally filed.
</FN>
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Exhibit
Number Exhibit Description Page
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99D. GATX Logistics Inc. 401(k) Cash Accumulation Plan Financial
Statements and Supplemental Schedules for the fiscal year
ended December 31, 1996, file number 1-2328. Submitted to
the SEC along with the electronic submission of this Report
on Form 10-K/A.
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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 CORPORATION
(Registrant)
By: /s/David M. Edwards
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David M. Edwards
Vice President Finance and
Chief Financial Officer
May 12, 1997
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