-----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, VZjVFBYZTX+E2n+GMNP2G+RaRtTU4li4/03e/ue25Q3jKfd4vyjU/VQZDsITUck/ jmmNkS8+RwecTCjdLTEjFg== 0000950124-05-004369.txt : 20050722 0000950124-05-004369.hdr.sgml : 20050722 20050722060104 ACCESSION NUMBER: 0000950124-05-004369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050722 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050722 DATE AS OF CHANGE: 20050722 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: 05967391 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 v10865e8vk.htm FORM 8-K e8vk
 

 
 

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) July 22, 2005

 

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

     
Delaware
(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))

 
 

 


 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     (d) At its meeting on June 30, 2005, the Board of Directors of The Greenbrier Companies, Inc. (the “Company”) determined to invite Mr. Charles J. Swindells to join its Board, subject to Mr. Swindells’ acceptance. Mr. Swindells accepted the appointment on July 22, 2005 and will commence service on September 1, 2005. Mr. Swindells has not yet been assigned to serve on any committee of the Board of Directors.

     Attached as Exhibit 99.1 and incorporated by reference herein is a copy of the Company’s announcement regarding the election of Mr. Swindells to the Board of Directors.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

99.1 Press Release dated July 22, 2005 entitled “Greenbrier elects Charles J. Swindells to Board of Directors”

 


 

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: July 22, 2005  By:   /s/ Larry G. Brady    
    Larry G. Brady   
    Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) 
 
 

 

EX-99.1 2 v10865exv99w1.htm EXHIBIT 99.1 exv99w1
 

         

Exhibit 99.1

     
For release: July 22, 2005, 6:00 am EDT
  Contact: Mark Rittenbaum

Greenbrier elects Charles J. Swindells to Board of Directors

          Lake Oswego, Oregon, July 22, 2005 — The Greenbrier Companies [NYSE:GBX] today announced the election of Charles J. Swindells to the Company’s Board of Directors, effective September 1, 2005. Election of Mr. Swindells will increase Greenbrier’s Board of Directors to eight members, five of which will be independent directors. A majority of Greenbrier’s directors are independent now.

          Mr. Swindells served as United States Ambassador to New Zealand and Samoa from 2001 to 2005, where he worked on significant security and trade issues in the Far East Pacific Region, which includes China. His career in the investment and fiduciary services industry spans over 30 years. Before becoming Ambassador, Mr. Swindells was Vice Chairman of US Trust Company, N.A.; Chairman and Chief Executive Officer of Capital Trust Management Corporation; and Managing Director/Founder of Capital Trust Company. He has also served as Chairman of World Wide Value Fund, a closed-end investment company listed on the New York Stock Exchange. Mr. Swindells was one of five members on the Oregon Investment Council overseeing the $20 billion Public Employee Retirement Fund Investment Portfolio. He was also a member of numerous non-profit boards of trustees, including serving as Chairman of the Board for Lewis & Clark College in Portland, Oregon. Ambassador Swindells received his Bachelor of Science Degree from Lewis & Clark College.

          “We are pleased to have Ambassador Swindells join Greenbrier’s Board of Directors,” said William A. Furman, president and chief executive officer of Greenbrier. “He brings significant investment, fiduciary, and Board experience, as well as experience as a U.S. Ambassador in one of the most challenging and dynamic regions in the world, all of which will be invaluable to the Company. The Ambassador’s experience on trade issues in the Far East Pacific Region will be particularly helpful as we expand our global sourcing and commercial collaboration efforts.”

          The Greenbrier Companies (www.gbrx.com), headquartered in Lake Oswego, OR, is a leading supplier of transportation equipment and services to the railroad industry. In addition to building new railroad freight cars in the U.S., Canada, and Mexico and to repairing and refurbishing freight cars and wheels at 16 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 10,000 railcars, and performs management services for approximately 128,000 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 detail under the heading “Forward Looking Statements” on pages 3 through 4 of Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2004. 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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