Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-86212
PROSPECTUS SUPPLEMENT NO. 2 333-86212-01
$175,000,000
GATX Corporation
7.5% Convertible Senior Notes due 2007
Fully and Unconditionally Guaranteed by
GATX Financial Corporation
and
Shares of Common Stock
issuable upon conversion of the Senior Notes
This prospectus supplement supplements the prospectus dated June 19, 2002
of GATX Corporation and GATX Financial Corporation, as supplemented by
prospectus supplement no. 1 dated June 26, 2002, relating to the sale by certain
holders of our 7.5% convertible senior notes due 2007 and the shares of our
common stock issuable upon conversion of the notes. You should read this
prospectus supplement in conjunction with the prospectus as supplemented to
date. This prospectus supplement is qualified by reference to the prospectus as
so supplemented except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus as so
supplemented. Capitalized terms used in this prospectus supplement and not
otherwise defined herein have the meanings specified in the prospectus.
The table of Selling Holders contained in the prospectus is hereby amended
to add the entity named below as a Selling Holder:
Principal Amount of
Notes Beneficially Number of Shares
Owned That of Common Stock
Name of Selling Holder May be Sold That May be Sold
---------------------- ------------------- ----------------
AIG DKR SoundShore Opportunity Holding Fund Ltd. $5,000,000 146,670
In addition, the following line items in the table of Selling Holders
contained in the prospectus are hereby amended as follows:
Principal Amount of
Notes Beneficially Number of Shares
Owned That of Common Stock
Name of Selling Holder May be Sold That May be Sold
---------------------- ------------------- ----------------
HFR CA Select Fund $ 700,000 20,533
McMahan Securities Co. L.P. 1,000,000 29,334
Zazove Convertible Arbitrage Fund L.P. 400,000 11,733
Zazove Hedged Convertible Fund, LP 3,700,000 108,536
Zazove Income Fund L.P. 2,100,000 61,601
Investing in the notes and our common stock involves risks. See "Risk
Factors" beginning on page 5 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus supplement is July 3, 2002