Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-86212
333-86212-01
PROSPECTUS SUPPLEMENT NO. 3
$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 and prospectus supplement no. 2
dated July 3, 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 entities named below as Selling Holders:
Principal Amount of
Notes Beneficially Number of Shares
Owned That of Common Stock
Name of Selling Holder May be Sold That May be Sold
---------------------- ----------- ----------------
Drake Offshore Master Fund $4,000,000 117,336
KBC Financial Products USA Inc. $2,500,000 73,335
In addition, the following line item in the table of Selling Holders
contained in the prospectus is 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
---------------------- ----------- ----------------
Zurich Institutional Benchmarks Master Fund Ltd. $1,500,000 44,001
c/o TQA Investors LLC
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 23, 2002