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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) October 31, 2006
 
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))
 
 

 

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement
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
EXHIBIT 3.1
EXHIBIT 10.1
EXHIBIT 99.1

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Item 1.01 Entry into a Material Definitive Agreement
          On November 1, 2006, we entered into an amendment to the employment agreement with Mr. Furman, our President and Chief Executive Officer. The amendment provides that, notwithstanding any other provision of the employment agreement to the contrary, The Greenbrier Companies, Inc. (the “Company”) shall not pay Mr. Furman any portion of the cash bonus otherwise payable under the terms of the employment agreement that, when combined with other “applicable employee remuneration” as defined in Section 162(m) of the Internal Revenue Code, causes the total amount of such remuneration to exceed $1 million for the Company’s taxable year, unless the performance goals which must be attained in order for the cash bonus to be or become payable have been disclosed to and approved by the shareholders of the Company prior to the payment of the cash bonus, in accordance with Section 162(m) and Treasury Regulations promulgated thereunder.
          The above description of the terms of the amendment to the employment agreement is qualified in its entirety by the actual language of the Amendment to Employment Agreement (the “Amendment”), a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”). The above description shall not be construed as an admission of materiality of the Amendment or any provision thereof.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
          (d) At its meeting on October 31, 2006, the Board of Directors of the Company elected Mr. Graeme Jack to its Board, effective immediately. Mr. Jack has been assigned to serve on the Audit Committee of the Board of Directors.
     Attached as Exhibit 99.1 and incorporated by reference herein is a copy of the Company’s press release regarding the election of Mr. Jack to the Board of Directors.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
          (a) On October 31, 2006, the Board approved an amendment to the Company’s Bylaws in order to increase the size of the Board from eight directors 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 October 31, 2006.
 
10.1   Amendment to Employment Agreement between the Company and Mr. William A. Furman dated November 1, 2006.
 
99.1   Press Release dated November 6, 2006 entitled “Greenbrier elects Graeme Jack 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: November 6, 2006
  By:   /s/ Joseph K. Wilsted    
 
     
 
Joseph K. Wilsted 		   
 
      Senior Vice President and    
 
      Chief Financial Officer    
 
      (Principal Financial and Accounting    
 
      Officer)    

 

 

Exhibit 3.1
(THE GREENBRIER COMPANIES LOGO)
Amendment to the Bylaws
RESOLVED , that Article III, Section 1 of the Bylaws of the Company, as amended, 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.
Adopted by the Board of Directors on October 31, 2006.
     
 
  /s/ Sherrill Corbett
 
   
 
  Sherrill A. Corbett, Assistant Secretary

 

 

Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
     This Amendment to Employment Agreement dated as of November 1, 2006 is entered into by and between The Greenbrier Companies, Inc. (“Company”) and William A. Furman (“Executive”) and amends that certain Employment Agreement between such parties dated as of September 1, 2004 (the “Employment Agreement”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
     1.  Cash Bonus . Section 3.2 of the Employment Agreement is amended by deleting the striken text and adding the underlined text, to read as follows:
“The Company shall pay Executive a Cash Bonus of up to 150% of Executive’s Base Salary with respect to each fiscal year of Company during his employment, determined and calculated in accordance with the Bonus Plan attached hereto as Exhibit A, or such modification thereof including such changes to the performance targets as may be approved from time to time by Executive and the Compensation Committee of the Board of Directors of the Company, consistent with Treasury Regulations promulgated under Section 162(m) of the Internal Revenue Code (“Section 162(m)”) . Notwithstanding any other provision of this Agreement to the contrary, the Company shall not pay Executive any portion of a Cash Bonus that, when combined with other “applicable employee remuneration” as defined in Section 162(m), causes the total amount of such remuneration to exceed $1 million for the Company’s taxable year, unless the performance goals which must be attained in order for the Cash Bonus to be or become payable have been disclosed to and approved by the shareholders of the Company prior to the payment of the Cash Bonus, in accordance with Section 162(m) and Treasury Regulations promulgated there under. ”
     2.  Timing of Payment of Cash Bonus . Exhibit A to the Employment Agreement is amended by adding the following sentence to the fifth paragraph of Exhibit A:
“The foregoing notwithstanding, any Cash Bonus payable to Executive in respect of the fiscal year ending August 31, 2006 shall not be paid sooner than the date that is immediately following the date of the 2007 annual meeting of the Company’s shareholders, and payment of such Cash Bonus shall be contingent upon approval by the shareholders at such meeting of the performance goals set forth in this Exhibit A, as provided for under Section 3.2 of this Agreement, as amended.”

 

 

     Except as hereby amended, the Employment Agreement shall remain in full force and effect.
         
    THE GREENBRIER COMPANIES, INC.
 
       
 
  By:   /s/ Joseph K. Wilsted
 
       
 
  Title:   Senior Vice President and CFO
 
       
 
      /s/ William A. Furman
 
       
        William A. Furman
Amendment to Employment Agreement
Page 2

 

 

Exhibit 99.1
         
For release: November 6, 2006, 6:00 am EST
  Contact:   Mark Rittenbaum
 
      503-684-7553
Greenbrier elects Graeme Jack to Board of Directors
          Lake Oswego, Oregon, November 6, 2006 – The Greenbrier Companies [NYSE:GBX] today announced the election of Graeme Jack to the Company’s Board of Directors, effective October 31, 2006. The election of Mr. Jack increases Greenbrier’s Board of Directors to nine members, six of which are independent directors.
          Mr. Jack’s credentials include over 33 years of experience with PricewaterhouseCoopers in Australia and Hong Kong. He was Audit partner from 1980 – 1984, and 1991 – 2006, when he retired from PricewaterhouseCoopers. From 1985 – 1990, he was lead partner for PricewaterhouseCoopers’ management consulting practice. Mr. Jack is an Associate of the Institute of Chartered Accountants in Australia, and a Fellow of the Hong Kong Institute of Certified Public Accountants.
          “We are pleased to have Graeme join Greenbrier’s Board of Directors and serve on the Audit Committee,” said William A. Furman, president and chief executive officer of Greenbrier. “He brings significant financial, management, and international business experience, which will be extremely helpful to the Company.”
          The Greenbrier Companies (www.gbrx.com), headquartered in Lake Oswego, OR, is a leading supplier of transportation equipment and services to the railroad industry. The Company builds new railroad freight cars in its manufacturing facilities in the U.S., Canada, and Mexico and marine barges at its U.S. facility. It also repairs and refurbishes freight cars and provides wheels and railcar parts at 30 locations (post Meridian acquisition) 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 135,000 railcars.
          “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, actual future costs and the availability of materials and a trained workforce; steel price increases and scrap surcharges; changes in product mix and the mix between manufacturing and leasing & services segment; 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; all as may be discussed in more

 

 

  Greenbrier elects Graeme Jack to Board of Directors (Cont.)   Page 2
detail under the headings “Risk Factors” on page 8 of Part I , Item 1a and “Forward Looking Statements” on page 25 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 31, 2006 . 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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