-----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, I8cyKYFxPdxM3bv2Fz7xbGCGim6/3yf/7pGDeR3WuzfStBvjKLldofL/AFGUiiN9 HD8uycLQnvkNfniTjE2QLw== 0000950124-05-006339.txt : 20051110 0000950124-05-006339.hdr.sgml : 20051110 20051110165746 ACCESSION NUMBER: 0000950124-05-006339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051107 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 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: 051194656 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 v14440e8vk.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) November 7, 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
(Address of principal executive offices) 		  97035
(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 1.01 Entry into a Material Definitive Agreement
          On November 7, 2005, The Greenbrier Companies, Inc. (the “Company”) entered into a Termination Agreement (the “Termination Agreement”) with the representatives of the estate of Alan James (the “Estate”) and William A. Furman. The Termination Agreement amends a Settlement Agreement (the “Settlement Agreement”), entered into by the Company, the Estate and Mr. Furman on April 20, 2005, by terminating certain of its provisions. The Settlement Agreement, among other things, granted the Company and Mr. Furman a new right of first refusal (“New Right of First Refusal”) with respect to sales of the Company’s shares by the Estate. The Termination Agreement terminates the New Right of First Refusal created under the Settlement Agreement. In all other respects, the Settlement Agreement remains in full force and effect and is unmodified.
          The Settlement Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 21, 2005. The Termination Agreement is filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
     (c) Exhibits:
         
Exhibit Number   Description
       
 
  10.1    
Termination Agreement entered into as of November 1, 2005 by and among The Greenbrier Companies, Inc., William A. Furman and each of George L. Chelius and Eric Epperson as Executor of the Will and Estate of Alan James and as Trustee.
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 hereunto duly authorized.
         
  THE GREENBRIER COMPANIES, INC.
 		  
Date: November 9, 2005  By:   /s/ Larry G. Brady    
    Larry G. Brady   
    Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   
 

 

EX-10.1 2 v14440exv10w1.txt EXHIBIT 10.1 EXHIBIT 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of the 1st day of November, 2005 by and among George L. Chelius and Eric Epperson, not in their individual capacities but solely in their capacities as Executors (the "Representatives") of the will and estate of Alan James pursuant to Letters Testamentary (Case Number 050290219), dated February 17, 2005, issued by the Circuit Court of the State of Oregon for the County of Multnomah and, to the extent provided in Section 3.12 of the Settlement Agreement referred to below, as Trustees of the Trust referred to in Section 3.12 of the Settlement Agreement, William A. Furman and The Greenbrier Companies, Inc., a Delaware corporation ("Greenbrier"). WHEREAS, the parties to this Agreement have entered into a certain Settlement Agreement dated as of April 20, 2005 (the "Settlement Agreement") which provides for a certain right of first refusal, referred to in the Settlement Agreement as the "New ROFR," with respect to the sale by the Representatives of shares of Common Stock of Greenbrier; and WHEREAS, the parties to this Agreement desire to terminate the New ROFR; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree that: (a) the provisions of the New ROFR, as provided in Section 1.4.3 of the Settlement Agreement, are hereby terminated and shall cease to be of any force and effect; and (b) except as expressly provided herein to the contrary, the Settlement Agreement remains in full force and effect and is unmodified. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written. THE GREENBRIER COMPANIES, INC. /s/ William A. Furman /s/ George L. Chelius - ------------------------------------------- ----------------------------------- By: William A. Furman George L. Chelius, in his capacity Title: President and Chief Executive as Executor of the Will and Estate Officer of Alan James and as Trustee of one or more Trusts referred to in Section 3.12 of the Settlement Agreement /s/ William A. Furman /s/ Eric Epperson - ------------------------------------------- ----------------------------------- William A. Furman, in his capacity as an Eric Epperson, in his capacity as individual Executor of the Will and Estate of Alan James and as Trustee of one or more Trusts referred to in Section 3.12 of the Settlement Agreement -----END PRIVACY-ENHANCED MESSAGE-----