-----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, HLPwaKJIT5tTq4kXhgHIptcKdorlMCdwpcHGe5nHDWdNZlf/5LmpwrrbDtEePex/ xENBFmUzgw+iz8cQgHx16Q== 0000950137-97-002042.txt : 19970529 0000950137-97-002042.hdr.sgml : 19970529 ACCESSION NUMBER: 0000950137-97-002042 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970528 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION TANK CAR CO CENTRAL INDEX KEY: 0000100923 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 363104688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05666 FILM NUMBER: 97615364 BUSINESS ADDRESS: STREET 1: 225 W WASHINGTON ST CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123729500 MAIL ADDRESS: STREET 1: 225 W. WASHINGTON STREET CITY: CHICAGO STATE: IL ZIP: 60606 10-K/A 1 AMENDMENT TO FORM 10-K 1 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [X] SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the year ended December 31, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [ ] SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission file number: 1-5666 UNION TANK CAR COMPANY (Exact name of registrant as specified in its charter) Delaware 36-3104688 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 225 W. Washington Street, Chicago, Illinois 60606 - ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312)372-9500 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered ------------------- ---------------- None - Securities registered pursuant to Section 12(g) of the Act: Title of Each Class ------------------- None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]. There is no voting stock held by non-affiliates of the registrant. This Annual Report is being filed by the registrant as a result of undertakings made pursuant to Section 15(d) of the Securities Exchange Act of 1934 with respect to certain long-term debt of the registrant. 2 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: UNION TANK CAR COMPANY (Registrant) By: /s/ Robert C. Gluth ----------------------- Robert C. Gluth Executive Vice President Dated: May 28, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date - ------------------------- ------------------------ -------------- /s/ Jay A. Pritzker Chairman of the Board May 28, 1997 - ------------------------ and Director Jay A. Pritzker /s/ Robert A. Pritzker President and Director May 28, 1997 - ------------------------ (principal executive officer) Robert A. Pritzker /s/ Robert C. Gluth Executive Vice President, May 28, 1997 - ------------------------ Director and Treasurer Robert C. Gluth (principal financial officer and principal accounting officer) /s/ Kenneth P. Fischl Director and President, Tank May 28, 1997 - ------------------------ Car Division Kenneth P. Fischl -2- 3 UNION TANK CAR COMPANY AND SUBSIDIARIES INDEX TO EXHIBITS ITEM 14(a)(3) Exhibit 3 Articles of incorporation and by-laws 3(a) Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of Delaware on September 2, 1982 (which was filed as Exhibit 3(a) to the Annual Report on Form 10-K for the fiscal year ended December 31, 1982, and is incorporated herein by reference) 3(b) By-Laws of the Company, as adopted November 25, 1987 (which was filed as Exhibit 3(b) to the Annual Report on Form 10-K for the fiscal year ended December 31, 1988, and is incorporated herein by reference) Exhibit 12 Statements re computation of ratios The computation of the Ratio of Earnings to Fixed Charges (summarized in Note 14 to the consolidated financial statements) * Exhibit 21 Subsidiaries of the registrant * Exhibit 23 Consent of Ernst & Young LLP, Independent Auditors ............................................... 4 Exhibit 27 Financial Data Schedule *
Instruments defining the rights of holders of long-term debt are not being filed herewith pursuant to the provisions of paragraph 4(iii) of Item 601(b) of Regulation S-K. The Company agrees to furnish a copy of any such instrument to the Commission upon request. * Previously filed. -3- EX-23 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-17121) of Union Tank Car Company and in the related Prospectus of our report dated March 11, 1997 with respect to the consolidated financial statements of Union Tank Car Company included in the annual report (Form 10-K) for the year ended December 31, 1996. ERNST & YOUNG LLP Chicago, Illinois May 22, 1997 -4- -----END PRIVACY-ENHANCED MESSAGE-----