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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 8, 2009
 
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13146
     
Oregon
(State of Incorporation)
  93-0816972
(I.R.S. Employer Identification No.)
One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035
(Address of principal executive offices)                      (Zip Code)
(503) 684-7000
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: N/A
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-3.1
EX-99.1


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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
     (d) At its meeting on June 8, 2009, the Board of Directors of the Company elected Ms. Victoria McManus to its Board, effective immediately.
     Attached as Exhibit 99.1 and incorporated by reference herein is a copy of the Company’s press release regarding the election of Ms. McManus to the Board of Directors.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
     (a) On June 8, 2009, the Board approved an amendment to the Company’s Bylaws in order to increase the size of the Board from eight to nine directors.
     A copy of the Amendment to the Bylaws of The Greenbrier Companies, Inc. is attached as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits
3.1 Amendment to the Bylaws of The Greenbrier Companies, Inc. dated June 8, 2009.
99.1 Press Release dated June 9, 2009 entitled “Greenbrier elects Victoria McManus to Board of Directors.”

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SIGNATURES
  Pursuant to the requirements 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.
         
  THE GREENBRIER COMPANIES, INC.
 
 
Date: June 10, 2009  By:        /s/ Mark J. Rittenbaum    
    Mark J. Rittenbaum   
    Executive Vice President,
Treasurer and Chief Financial Officer
(Principal Financial Officer) 
 
 

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Exhibit 3.1
(THE GREENBRIER COMPANIES LOGO)
Amendment to the Bylaws
RESOLVED , that, Article III, Section 1 of the Amended and Restated Bylaws of the Company be, and it hereby is, amended to increase the number of Directors which shall constitute the whole of the Board of Directors from eight Directors to nine Directors, effective immediately.
Adopted by the Board of Directors on June 8, 2009.

Exhibit 99.1
     
For release: June 9, 2009, 9:00 p.m. EDT
  Contact: Mark J. Rittenbaum
 
  503-684-7000
Greenbrier elects Victoria McManus to Board of Directors
      Lake Oswego, Oregon, June 9 , 2009 — The Greenbrier Companies (NYSE: GBX) announced today the election of Victoria McManus to the Company’s Board of Directors. The election of Ms. McManus increases Greenbrier’s Board of Directors to nine members, six of which are independent.
     Ms. McManus’ credentials include over twenty years experience in the finance industry, with emphasis on the rail equipment sector.
     Ms. McManus, a long time resident of New York City, was head of Babcock & Brown’s North American Rail Group, from its founding in 1999 until mid-2008. During this tenure, the Rail Group raised significant capital from the European and Asian markets for investment in rail assets placed under operating leases, and became a major participant in the rail equipment marketplace. Before joining Babcock & Brown, Ms. McManus was an executive with The CIT Group for ten years. Her last position at CIT was President of the Rail Division, where she changed the strategic direction of the business to a full service platform to provide both financial and equipment leasing services to the rail freight industry.
     “We are delighted to have Victoria McManus join Greenbrier’s Board,” said William A. Furman, president and chief executive officer of Greenbrier. “Victoria is a well-known innovator in our industry, with whom we have created much value for our industry and respective shareholders over the years. Her expertise and leadership in our sector, with particular emphasis on leasing and access to capital, will be extremely helpful to the Company.”
     Greenbrier (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. The Company builds new railroad freight cars in its three manufacturing facilities in the U.S. and Mexico and marine barges at its U.S. facility. It also repairs and refurbishes freight cars and provides wheels and railcar parts at 38 locations across North America. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through both its operations in Poland and various subcontractor facilities throughout Europe. Greenbrier owns approximately 9,000 railcars, and performs management services for approximately 217,000 railcars.
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Greenbrier elects Victoria McManus to Board of Directors (Cont.)
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     “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements. Greenbrier uses words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend” and similar expressions to identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, turmoil in the credit markets and financial services industry; high levels of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill in future periods; sufficient availability of borrowing capacity; fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; actual future costs and the availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel price fluctuations and scrap surcharges; changes in product mix and the mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, changing technologies or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; difficulties associated with governmental regulation, including environmental liabilities; integration of current or future acquisitions; succession planning; all as may be discussed in more detail under the headings “Risk Factors” on page 11 of Part I , Item 1a and “Forward Looking Statements” on page 3 of our Annual Report on Form 10-K for the fiscal year ended August 31, 2008. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
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