-----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, Sd/jMMPUA7enRvdn5+H7XEuX4Ii/KMpjxZ5/D2NXIgwcxJvT8ztPZ3Zadw6tkb1u Xswe82buFlvB0eprTv+5DA== 0000950124-04-005692.txt : 20041115 0000950124-04-005692.hdr.sgml : 20041115 20041115140557 ACCESSION NUMBER: 0000950124-04-005692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIER COMPANIES INC CENTRAL INDEX KEY: 0000923120 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 930816972 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 041143843 BUSINESS ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036847000 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 8-K 1 v03211e8vk.htm FORM 8-K e8vk
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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) November 9, 2004

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

     
Delaware
  93-0816972
(State of Incorporation)
  (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 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 4.2

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Item 8.01 Other Events

On November 9, 2004, the Board of Directors of the Company amended the Rights Agreement between the Company and EquiServe Trust Company, N.A. executed as of July 13, 2004 (the “Rights Agreement”) by adopting a technical amendment, Amendment No. 1 attached hereto, and also ratified, reconfirmed and re-approved the Rights Agreement, as amended.

Attached as Exhibit 4.2 and incorporated by reference herein is a copy of Amendment No. 1 to the Rights Agreement.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits:

     4.1 Rights Agreement dated as of July 13, 2004 between the Company and EquiServe Trust Company, N.A. incorporated herein by reference to the registration statement on Form 8-A filed by the Company with the Securities and Exchange Commission on September 16, 2004.

     4.2 Amendment No.1 to Rights Agreement dated as of July 13, 2004 between the Company and EquiServe Trust Company, N.A.

 

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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 15, 2004
 By:   /s/ Larry G. Brady
  
      Larry G. Brady   
      Senior Vice President and Chief Financial Officer
(Principal Financial and
Accounting Officer) 		  
 

 

EX-4.2 2 v03211exv4w2.txt EXHIBIT 4.2 Exhibit 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (the "Amendment") dated as of November 9, 2004, between The Greenbrier Companies, Inc., a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., a national banking association, organized and existing under the laws of the United States (the "Rights Agent"); WITNESSETH: WHEREAS, the Board of Directors of the Company (the "Board of Directors") declared that a dividend of one right for each share of this Company's Common Stock, par value $0.001 per share (the "Common Stock"), be distributed to holders of record of the Common Stock issued and outstanding at the close of business on July 26, 2004 (the "Rights"), each Right representing the right to purchase one one-hundredth of a share of Series A Participating Preferred Stock upon the terms and subject to the conditions set forth in the form of Stockholder Rights Agreement dated July 13, 2004 adopted by the Company (the "Rights Agreement"); WHEREAS, Section 27 of the Rights Agreement permits the Board of Directors, prior to the Distribution Date, to supplement or amend the Rights Agreement without the approval of any holders of Rights or Common Stock in order to cure any ambiguity, to correct or supplement any provision contained therein which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to the Rights which the Board of Directors may deem necessary or desirable; WHEREAS, on November 9, 2004, the Board of Directors authorized and approved this Amendment to the Rights Agreement, to be effective as of the date hereof; and WHEREAS, on November 9, 2004 the Board of Directors ratified, reconfirmed and re-approved the form, terms and provisions of the Rights Agreement, as amended hereby; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. Section 7(b)(ii) of the Rights Agreement is hereby amended by deleting such clause in its entirety and substituting therefor the following: "[intentionally omitted]." IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. THE GREENBRIER COMPANIES, INC. By: /s/ Norriss M. Webb ------------------------------------------------ Norriss M. Webb Title: Executive Vice President EQUISERVE TRUST COMPANY, N.A. By: /s/ Thomas F. McDonough ------------------------------------------------ Thomas F. McDonough Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----