GATX
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SEC Filings

8-K
GATX CORP filed this Form 8-K on 11/20/2018
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schedules thereto, as amended to the date of this Underwriting Agreement (the “Agreement”), and any Prospectus deemed part of such registration statement pursuant to Rule 430B under the Securities Act, as amended on each Effective Date (as defined below), and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, as the case may be. The term “Basic Prospectus” means the prospectus included in the Registration Statement, as amended to the date of this Agreement. The term “Prospectus” means the Basic Prospectus together with the prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”), as filed with, or transmitted for filing to, the Commission after the Execution Time (as defined below) pursuant to Rule 424 under the Securities Act. The term “preliminary prospectus” means a preliminary prospectus supplement specifically referring to the Securities, together with the Basic Prospectus, which is used prior to the filing of the Prospectus. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Prospectus” and “preliminary prospectus” shall include in each case the documents, if any, incorporated by reference therein. The term “Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act. The term “Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405 under the Securities Act. The term “Disclosure Package” shall mean the preliminary prospectus, all Issuer Free Writing Prospectuses, if any, identified on Schedule II hereto, the final term sheet prepared and filed pursuant to Section 6(b) below, and all other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. The term “supplement,” “amendment” and “amend” as used herein shall include all documents deemed to be incorporated by reference in the Registration Statement, the Prospectus, the preliminary prospectus or any Issuer Free Writing Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The term “Effective Date” means each date and time that the Registration Statement, and any post-effective amendment or amendments thereto became or becomes effective. The term “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties thereto.

1. The Company represents and warrants to and agrees with each of the Underwriters that:

(a) The Company has prepared and filed with the Commission the Registration Statement, including the Basic Prospectus, for registration under the Securities Act of the offering and sale of the Securities. Such Registration Statement became effective upon filing; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission. The Company has filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b) under the Securities Act, a preliminary prospectus supplement relating to the Securities. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b) under the Securities Act. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules and regulations of the Commission thereunder.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Disclosure Package and the Prospectus, complied or will comply when so filed in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder and will be timely filed as required thereby, (ii) each part of the Registration Statement, when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement, on the latest Effective Date, and the Prospectus, as of its date, complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the applicable rules and

 

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