-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TnsXC0ELq460AG0OHB1w3uhtSBAodyMyrIBoMr2v7PJHNrsxlaFq3yO+0hftVaV4 Is+sh65jdp0hFE+XVQLUpQ== 0001104659-08-009794.txt : 20080213 0001104659-08-009794.hdr.sgml : 20080213 20080213142025 ACCESSION NUMBER: 0001104659-08-009794 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: CAPITAL VENTURES INTERNATIONAL (CVI) GROUP MEMBERS: SUSQUEHANNA ADVISORS GROUP, INC. (SAGI) GROUP MEMBERS: SUSQUEHANNA CAPITAL GROUP (SCG) GROUP MEMBERS: SUSQUEHANNA SECURITIES (SS) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GATX CORP CENTRAL INDEX KEY: 0000040211 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 361124040 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-32186 FILM NUMBER: 08603564 BUSINESS ADDRESS: STREET 1: 500 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126216200 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL AMERICAN TRANSPORTATION CORP DATE OF NAME CHANGE: 19750722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA INVESTMENT GROUP / CENTRAL INDEX KEY: 0000918950 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 232454154 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1200 MAIN ST CITY: ANYWHERE STATE: VA ZIP: 11111 MAIL ADDRESS: STREET 1: 401 CITY AVE STREET 2: STE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13G 1 a08-5364_2sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Gatx Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

361448103

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 361448103

 

 

1.

Names of Reporting Persons
Susquehanna Investment Group (“SIG”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,340*

 

6.

Shared Voting Power
2,604,293*

 

7.

Sole Dispositive Power
1,340*

 

8.

Shared Dispositive Power
2,604,293*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,604,293*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12.

Type of Reporting Person (See Instructions)
BD, PN

 


*SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by  another reporting person.

 

2



 

CUSIP No. 361448103

 

 

1.

Names of Reporting Persons
Susquehanna Capital Group (“SCG”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
611*

 

6.

Shared Voting Power
2,604,293*

 

7.

Sole Dispositive Power
611*

 

8.

Shared Dispositive Power
2,604,293*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,604,293*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12.

Type of Reporting Person (See Instructions)
BD, PN

 


*SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by  another reporting person.

 

3



 

CUSIP No. 361448103

 

 

1.

Names of Reporting Persons
Susquehanna Securities (“SS”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
18,402*

 

6.

Shared Voting Power
2,604,293*

 

7.

Sole Dispositive Power
18,402*

 

8.

Shared Dispositive Power
2,604,293*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,604,293*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12.

Type of Reporting Person (See Instructions)
BD, PN

 


*SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by  another reporting person.

 

4



 

CUSIP No. 30212P105

 

 

1.

Names of Reporting Persons
Capital Ventures International (“CVI”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
900

 

6.

Shared Voting Power
2,604,293*

 

7.

Sole Dispositive Power
900

 

8.

Shared Dispositive Power
2,604,293*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,604,293*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


*SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  SAGI is the investment manager to CVI and as such may exercise voting and dispositive power over 900 of these shares.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by  another reporting person.

 

5



 

CUSIP No. 30212P105

 

 

1.

Names of Reporting Persons
Susquehanna Advisors Group, Inc. (“SAGI”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0*

 

6.

Shared Voting Power
2,604,293*

 

7.

Sole Dispositive Power
0*

 

8.

Shared Dispositive Power
2,604,293*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,605,193*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


* SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group. SAGI is the investment manager to CVI and as such may exercise voting and dispositive power over 900 of these shares. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by  another reporting person.

 

6



 

CUSIP No. 361448103

Item 1.

 

(a)

Name of Issuer
Gatx Corporation (the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices
500 WEST MONROE ST.

CHICAGO, IL  60661

 

Item 2.

 

(a)

Name of Person Filing (each, a “Reporting Person”)
(1) Susquehanna Investment Group

(2) Susquehanna Capital Group

(3) Susquehanna Securities

(4) Capital Ventures International

(5) Susquehanna Advisors Group, Inc.

 

(b)

Address of Principal Business Office or, if none, Residence

For each Reporting Person other than CVI:

401 City Avenue, Suite 220, Bala Cynwyd, PA 19004

 

For CVI:

One Capital Place,  P.O. Box 1787 GT, Grand Cayman, Cayman Islands, B.W.I

 

(c)

Citizenship

For each Reporting Person other than CVI:

Delaware

 

For CVI:

Cayman Islands, B.W.I.

 

(d)

Title of Class of Securities
Common Stock, $0.625 par value ( the “Shares”)

 

(e)

CUSIP Number
361448103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

x

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

 

Susquehanna Investment Group
Susquehanna Capital Group
Susquehanna Securities

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

7



 

CUSIP No. 361448103

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The amount beneficially owned CVI includes options to buy 400 Shares, and the amount beneficially owned by SCG includes notes convertible into 2,583,040 Shares.  As of October 12, 2007, the Company had 47,915,739 Shares outstanding (based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007). 

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

8



 

Item 10.

Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and  are  not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

 

Date:  February 12, 2008

 

 

 

 

 

Susquehanna Capital Group

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, General Counsel

 

 

 

 

 

Susquehanna Investment Group

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, General Counsel

 

 

 

 

 

Susquehanna Securities

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, General Counsel

 

 

 

 

 

Capital Ventures International

 

 

By:  Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney, a copy of which is filed as Exhibit II hereto

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, Assistant Secretary

 

 

 

 

 

Susquehanna Advisors Group, Inc.

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, Assistant Secretary

 

9



 

EXHIBIT INDEX

 

EXHIBIT

 

DESCRIPTION

 

 

 

I

 

Joint Filing Agreement, dated February 12, 2008, pursuant to Rule 13d-1(k) among Susquehanna Capital Group, Susquehanna Investment Group, Susquehanna Securities, Capital Ventures International and Susquehanna Advisors Group, Inc.

 

 

 

II

 

Limited Power of Attorney executed by Capital Ventures International, authorizing Bala International, Inc. (predecessor to Susquehanna Advisors Group, Inc.) to sign and file this Schedule 13G on its behalf, dated as of May 28, 1996.

 

10



 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of the Issuer, dated February 12, 2008, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934.

 

 

 

 

Date:  February 12, 2008

 

 

 

 

 

Susquehanna Capital Group

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, General Counsel

 

 

 

 

 

Susquehanna Investment Group

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, General Counsel

 

 

 

 

 

Susquehanna Securities

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, General Counsel

 

 

 

 

 

Capital Ventures International

 

 

By:  Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney, a copy of which is filed as Exhibit II hereto

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, Assistant Secretary

 

 

 

 

 

Susquehanna Advisors Group, Inc.

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, Assistant Secretary

 



 

EXHIBIT II

 

LIMITED POWER OF ATTORNEY

 

THIS LIMITED POWER OF ATTORNEY given on the 28th day of May, 1996 by Capital Ventures International (hereinafter called “the Company”) whose Registered Office is situated at Second Floor, One Capital Place, P.O. Box 1787, Grand Cayman, Cayman Islands, B.W.I.

 

WHEREAS by agreement dated May 28, 1996, by and between the Company and Bala International, Inc, the Company expressly authorised Bala International, Inc. to enter into transactions in certain designated areas as defined in the Agreement attached hereto marked “Appendix 1.”

 

NOW THIS DEED WITNESSETH that Ian A.N. Wight (Director) and Woodburne Associates (Cayman) Limited (Secretary) of the Company, hereby appoint on behalf of the Company the firm of Bala International, Inc. which through its officers, directors and employees is hereby formally granted limited power of attorney for the purpose of entering into transactions on behalf of and for the account of the Company and to take any actions on behalf of the Company as may be necessary to consummate such transactions, including but not limited to instructing the transfer of funds where necessary and executing required documentation.

 

IN WITNESS WHEREOF the Company has caused its common seal to be hereunto affixed the day and year above written.

 

THE COMMON SEAL OF

 

CAPITAL VENTURES INTERNATIONAL

/s/ Ian A.N. Wight

 

was hereunto affixed in the presence of:

Ian A.N. Wight

 

(Director)

 

 

/s/ Illegible

 

 

Withness

/s/ Woodburne Associates

 

 

For:  Woodburne Associates

 

(Cayman) Limited

 

Secretary

 


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