-----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, PwIF8jL7GL3xfVF/cUl8A29m91lzaYrHYaWOKAXyr02C/MIpWwEJgtviVPQZln2q JWBB3D1mUOEdijqRtdEGFw== 0001047469-97-006239.txt : 19971127 0001047469-97-006239.hdr.sgml : 19971127 ACCESSION NUMBER: 0001047469-97-006239 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980113 FILED AS OF DATE: 19971126 SROS: NYSE 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: DEF 14A SEC ACT: SEC FILE NUMBER: 001-13146 FILM NUMBER: 97729294 BUSINESS ADDRESS: STREET 1: ONE CENTERPOINT 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 DEF 14A 1 DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / / Filed by a party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 THE GREENBRIER COMPANIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) MERRILL CORP. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ [LOGO] ONE CENTERPOINTE DRIVE SUITE 200 LAKE OSWEGO, OREGON 97035 ------------------------ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS JANUARY 13, 1998 ------------------------ To Our Stockholders: The Annual Meeting of Stockholders of The Greenbrier Companies, Inc. (the "Company") will be held at 2:00 p.m. on January 13, 1998 at the Hilton Hotel, 921 SW Sixth Avenue, Portland, Oregon, for the following purposes: 1. Electing two directors of the Company; 2. Ratifying the appointment of Deloitte & Touche LLP as the Company's independent auditors for fiscal 1998; and 3. Transacting such other business as may properly come before the meeting. Only holders of the Company's Common Stock at the close of business on November 21, 1997 are entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof. Stockholders may vote in person or by proxy. A list of stockholders entitled to vote at the meeting will be available for examination by stockholders at the time and place of the meeting and, for a period of ten days prior to the meeting, at the offices of the Secretary, 1600 Pioneer Tower, 888 S.W. Fifth Avenue, Portland, Oregon. By Order of the Board of Directors, Kenneth D. Stephens SECRETARY Lake Oswego, Oregon November 24, 1997 - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE. - -------------------------------------------------------------------------------- THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE SUITE 200 LAKE OSWEGO, OREGON 97035 ------------------------ PROXY STATEMENT 1998 ANNUAL MEETING OF STOCKHOLDERS ------------------------ This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of The Greenbrier Companies, Inc. (the "Company") of proxies to be voted at the 1998 Annual Meeting of Stockholders of the Company to be held at 2:00 p.m. on January 13, 1998 at the Hilton Hotel, 921 SW Sixth Avenue, Portland, Oregon, and at any adjournments or postponements thereof. If proxies in the accompanying form are properly executed, dated and returned prior to the voting at the meeting, the shares of Common Stock represented thereby will be voted as instructed on the proxy. If no instructions are given on a properly executed and returned proxy, the shares of Common Stock represented thereby will be voted for election of the directors, for ratification of the appointment of the independent auditors and in support of the recommendations of management on such other business as may properly come before the meeting or any adjournments or postponements thereof. Any proxy may be revoked by a stockholder prior to its exercise upon written notice to the Secretary of the Company, by delivering a duly executed proxy bearing a later date, or by the vote of a stockholder cast in person at the meeting. The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, proxies may be solicited personally by the Company's officers and regular employees or by telephone, facsimile transmission or express mail. The Company will reimburse brokerage houses, banks and other custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding proxies and proxy material to their principals. This proxy statement is first being mailed to stockholders on or about November 24, 1997. VOTING Holders of record of the Company's Common Stock on November 21, 1997, will be entitled to vote at the Annual Meeting or any adjournments or postponements thereof. As of October 31, 1997, there were 14,165,028 shares of Common Stock outstanding and entitled to vote, and a majority, or 7,082,514 of these shares, will constitute a quorum for the transaction of business. Each share of Common Stock entitles the holder to one vote on each matter that may properly come before the meeting. Stockholders are not entitled to cumulative voting in the election of directors. Abstentions will be counted in determining whether a quorum is present for the meeting and will be counted as a vote "against" any proposal. Broker non-votes will also be counted in determining whether a quorum is present, but will not be counted either for or against the proposal at issue. ELECTION OF DIRECTORS The Board of Directors is comprised of seven directors. The directors are divided into three classes, two of which are comprised of two directors and one of which is comprised of three directors. One class is elected each year for a three-year term. The two nominees for election as directors to serve until the Annual Meeting of Stockholders in 2001, or until their respective successors are elected and qualified, are Peter K. Nevitt and A. Daniel O'Neal, Jr. Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. The two nominees for director receiving the highest number of votes will be elected to the Board of Directors. Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees named below. If any nominee is unable or unwilling to serve as a director at the date of the Annual Meeting or any postponement or adjournment thereof, the proxies may be voted for a substitute nominee, designated by the proxy holders or by the present Board of Directors to fill such vacancy, or for the other nominee named without nomination of a substitute, or the number of directors may be reduced accordingly. The Board of Directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected a director. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS. NEVITT AND O'NEAL. The following table sets forth certain information about each nominee for election to the Company's Board of Directors and each continuing director.
EXPIRATION DIRECTOR OF CURRENT NAME AGE POSITIONS SINCE TERM - ----------------------------------------- --- ------------------------------------------ ----------- ------------- NOMINEES FOR ELECTION Peter K. Nevitt+* 70 Director 1994 1998 A. Daniel O'Neal, Jr. 61 Chairman of Greenbrier Logistics, Inc. and 1994 1998 Director DIRECTORS CONTINUING IN OFFICE Victor G. Atiyeh+* 74 Director 1994 1999 Benjamin R. Whiteley+* 68 Director 1994 1999 Alan James(1) 67 Chairman of the Board of Directors 1981 2000 William A. Furman(1) 53 President and Chief Executive Officer and 1981 2000 Director C. Bruce Ward 67 Chairman of Gunderson, Inc. and Director 1994 2000
- ------------------------------ + Member of the Audit Committee * Member of the Compensation Committee (1) Messrs. James and Furman have entered into a Stockholders' Agreement pursuant to which they have agreed to vote their shares together to elect each of the above persons as a director of the Company. See information under the caption "Certain Relationships and Related Party Transactions" elsewhere in this Proxy Statement. ------------------------------ PETER K. NEVITT, Director. Mr. Nevitt was President and Chief Executive Officer of Mitsui Nevitt Capital Corporation since it was organized in 1988 through the end of 1996. From 1977 through 1987 he was first President and later Chairman of BankAmeriLease Companies, subsidiaries of BankAmerica Corporation engaged in equipment leasing. A. DANIEL O'NEAL, JR., Director. Mr. O'Neal has been Chairman of Greenbrier Logistics, Inc. ("Greenbrier Logistics") since March 1996, Chairman of Autostack Corporation since 1992 and a director of Gunderson, Inc. ("Gunderson") since 1985. From 1973 until 1980, Mr. O'Neal served as a commissioner of the Interstate Commerce Commission, and, from 1977 until 1980 served as Chairman. VICTOR G. ATIYEH, Director. Mr. Atiyeh has been a principal in Victor Atiyeh & Co., international trade consultants since 1987. He was Governor of the State of Oregon from January 1979 to January 1987. 2 BENJAMIN R. WHITELEY, Director. Mr. Whiteley is Chairman of the Board of Directors of Standard Insurance Company, a life insurance company. He served as President and Chief Executive Officer of Standard Insurance Company from 1983 to 1992 and as Chairman and Chief Executive Officer from 1992 to 1994. Mr. Whiteley is also a director of Northwest Natural Gas Company, US Bancorp and Willamette Industries, Inc., a forest products company. ALAN JAMES is Chairman of the Board of Directors. Mr. James was President of Greenbrier Leasing Corporation ("Greenbrier Leasing") from 1979 to 1983. Mr. James has been associated with the Company and its predecessor companies since 1974. Prior to the acquisition of Greenbrier Leasing in 1981, Mr. James served as President and as a member of the Board of Directors of TransPacific Financial Corporation. In 1974, he and Mr. Furman acquired TransPacific's National Division. Prior to joining TransPacific, Mr. James was Senior Vice President of Marketing for GATX-ARMCO-Boothe in San Francisco, California. WILLIAM A. FURMAN is President, Chief Executive Officer and a Director. Mr. Furman has also been Chief Executive Officer of Gunderson since January 1990 and Managing Director of TrentonWorks Limited since March 1995. Mr. Furman has been associated with the Company and its predecessor companies since 1974. Prior to 1974, Mr. Furman was associated with TransPacific Financial Corporation and FMC Corporation. Mr. Furman serves as a director of Schnitzer Steel Industries, Inc., a steel recycling and manufacturing company. C. BRUCE WARD is a Director and Chairman of the Board of Directors of Gunderson, a position he has held since 1990. From 1985 to 1989, he was President and Chief Executive Officer of Gunderson, having rejoined Gunderson when he and the Company acquired it from FMC Corporation. Mr. Ward serves as a director of Stimson Lumber Company, a privately held forest products company. During the fiscal year ended August 31, 1997, the Board of Directors held four regular meetings. The Company maintains a standing Audit Committee and Compensation Committee, but does not maintain a standing nominating committee. The Audit Committee consists of Messrs. Whiteley (Chairman), Atiyeh and Nevitt. The function of the Audit Committee is to recommend to the Board of Directors the engagement and discharge of the Company's independent auditors; to review the policies and procedures of the Company and management with respect to maintaining the Company's books and records; to review the results of the audit and any other recommendations the auditors may have; and to make such other recommendations to the Board of Directors as it deems appropriate from time to time. The Compensation Committee consists of Messrs. Nevitt (Chairman), Atiyeh and Whiteley. The Compensation Committee considers and makes recommendations to the Company's Board of Directors regarding the compensation of the senior executives of the Company; considers, reviews and grants stock options and administers the Company's 1994 Stock Incentive Plan; and considers matters of director compensation, benefits and other forms of remuneration. The Audit and the Compensation Committees of the Board of Directors each had four meetings during the Company's fiscal year ended August 31, 1997. COMPENSATION OF DIRECTORS Members of the Board of Directors who are officers of the Company are not separately compensated for serving on the Board of Directors. Directors who are not officers of the Company are paid a retainer of $12,000 per year and a meeting fee of $1,000 per meeting, plus reimbursement of expenses. In addition, each non-employee director will receive, immediately following each annual meeting of stockholders, a five-year option to purchase 1,000 shares of the Company's Common Stock at the fair market value of the Common Stock on the date of grant. Such options vest at a rate of 50 percent per year. During fiscal 1997, the Company awarded Messrs. Atiyeh, Nevitt and Whiteley each an option to purchase 1,000 shares of the 3 Company's Common Stock at $10.81 per share, the market price on the date of grant. Mr. Whiteley also serves as a director of Gunderson and, as such, receives a meeting fee of $1,000 per meeting, plus reimbursement of expenses. Mr. Nevitt also provides consulting services for the Company. During the fiscal year ended August 31, 1997, Mr. Nevitt received consulting fees aggregating $30,000. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS JAMES-FURMAN & COMPANY PARTNERSHIP. Mr. James, Chairman of the Board of Directors, and Mr. Furman, President and Chief Executive Officer of the Company, are partners in a general partnership, James-Furman & Company (the "Partnership"), that, among other things, engages in the ownership, leasing and marketing of railcars and other surface transportation equipment and programs for refurbishing and marketing of used railcars. In 1989, the Partnership and the Company entered into presently existing agreements pursuant to which the Company manages and maintains railcars owned by the Partnership in exchange for a fixed monthly fee that is no less favorable to the Company than the fee the Company could obtain for similar services rendered to unrelated parties. The maintenance and management fees paid to the Company under such agreements in fiscal 1997 aggregated $768,000. In addition, the Partnership paid the Company fees of $120,000 in fiscal 1997 for administrative and other services. The management and maintenance agreements presently in effect between the Company and the Partnership provide that in remarketing railcars owned by the Partnership and the Company, as well as by unaffiliated lessors, the Company will, subject to the business requirements of prospective lessees and regulatory requirements, grant priority to that equipment which has been "off-lease" and available for the longest period of time. Additions to the lease fleet of new or used equipment are deemed to be off-lease and available from the date of addition to the fleet. Such agreements also provide that the Partnership will grant to the Company a right of first refusal with respect to any opportunity originated by the Partnership in which the Company may be interested involving the manufacture, purchase, sale, lease, management, refurbishing or repair of railcars or other surface transportation equipment. The right of first refusal provides that prior to undertaking any such transaction the Partnership must offer the opportunity to the Company and must provide the disinterested, independent members of the Board of Directors a period of not less than 30 days in which to determine whether the Company desires to pursue the opportunity. The right of first refusal in favor of the Company continues for a period of 12 months after the date that both of Messrs. James and Furman cease to be officers or directors of the Company. The Partnership has advised the Company that it does not currently expect to pursue acquisitions of additional railcars. INDEBTEDNESS OF MANAGEMENT. The largest aggregate amount of indebtedness outstanding at any time to the Company since September 1, 1995 by L. Clark Wood, President of Gunderson, is $300,000. The amount due from Mr. Wood neither bears interest nor has a fixed maturity. PURCHASE OF TOLAN O'NEAL. Prior to July 1, 1996, Greenbrier owned 50 percent of the outstanding shares of stock of Tolan O'Neal Transportation & Logistics, Inc., a Washington corporation ("Tolan O'Neal") and A. Daniel O'Neal, a Greenbrier director, owned the remaining 50 percent of the outstanding shares of stock. Pursuant to the terms of a Stock Purchase Agreement, Greenbrier Logistics, a wholly owned subsidiary of Greenbrier, purchased from A. Daniel O'Neal his interest in Tolan O'Neal effective July 1, 1996. The purchase price consisted of a cash payment of $500,000, a deferred payment of $250,000 payable with interest at a rate of 7 percent per annum from the date of closing until paid, and an amount calculated as 5 percent of the increase in the market value of Greenbrier Logistics on the fifth anniversary of the closing date, with simple interest imputed at 6 percent compounded annually from the closing date. The deferred payment may be paid at any time on or before four years after the closing date. In connection with the purchase, Greenbrier Logistics entered into an Employment Agreement with Mr. O'Neal under which he serves as Chairman of the Board of Greenbrier Logistics for a base annual compensation of 4 $200,000. In addition, he may receive a bonus, if authorized by the Board of Directors of the Company. The term of the agreement is five years beginning on June 1, 1996. The agreement contains a noncompetition provision restricting certain of Mr. O'Neal's interests and investments in North America for two years following termination of the agreement. OPTION ON PROPERTIES. The Company has granted Messrs. James and Furman a 10-year option to purchase three parcels of residential real estate owned by the Company and adjacent to property presently owned by Mr. Furman at a purchase price equal to the greater of the Company's adjusted basis in the properties or fair market value, as determined by an independent appraiser selected by the Company. The option also includes a right of first refusal in favor of Messrs. James and Furman in the event the Company desires to sell the properties to a third party. POLICY. It is the Company's policy that all proposed transactions by the Company with directors, officers, five percent stockholders and their affiliates be entered into only if such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated parties, are reasonably expected to benefit the Company and are approved by a majority of the disinterested, independent members of its Board of Directors. 5 EXECUTIVE COMPENSATION CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS The following table sets forth, for the fiscal years ended August 31, 1997, 1996 and 1995, compensation information with respect to the Company's (a) Chief Executive Officer and (b) each of the four other most highly compensated executive officers (collectively, "Named Executive Officers"), based on the salary and bonus earned during fiscal 1997. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION AWARDS ANNUAL COMPENSATION ------------------- -------------------------------- SECURITIES OTHER ANNUAL UNDERLYING ALL OTHER SALARY BONUS(1) COMPENSATION OPTIONS/SARS(2) COMPENSATION NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($) - -------------------------------------- ---- ------- --------- ------------ ------------------- ------------ Alan James 1997 200,000 75,000 -- -- -- Chairman of the Board 1996 200,000 700,000 -- -- -- 1995 200,000 700,000 -- -- -- William A. Furman 1997 400,000 75,000 -- -- 2,375(3) President and Chief Executive 1996 400,000 700,000 -- -- 2,375(3) Officer 1995 400,000 700,000 -- -- 2,310(3) L. Clark Wood 1997 165,000 75,000 -- -- 215,684(4) President of Gunderson 1996 165,000 195,000 -- 8,000 7,027(4) 1995 160,000 145,000 -- -- 6,968(4) Robin D. Bisson 1997 155,000 145,000 -- -- 71,916(5) Senior Vice President 1996 155,000 190,000 -- 10,000 9,093(5) 1995 145,000 135,000 -- -- 7,219(5) Norriss M. Webb 1997 155,000 100,000 -- -- 279,618(6) Executive Vice President and General 1996 155,000 150,000 -- 10,000 6,552(6) Counsel 1995 145,000 115,000 -- -- 5,600(6)
- ------------------------------ (1) Includes bonuses paid during the fiscal year or paid during the subsequent year but attributable to the fiscal year indicated. (2) Grants of incentive stock options pursuant to the Company's 1994 Stock Incentive Plan. (3) Consists of the Company's contributions to the Greenbrier 401(k) Profit Sharing Plan for the benefit of Mr. Furman. (4) Consists of the Company's contributions to the Greenbrier 401(k) Profit Sharing Plan for the benefit of Mr. Wood; $210,000 in fiscal 1997 representing the contribution to the Deferred Benefit Plan for the benefit of Mr. Wood including a cash payment made on behalf of Mr. Wood to cover the estimated tax liability resulting from the contribution, and $3,100 representing the benefit to Mr. Wood in each of fiscal 1997, 1996 and 1995 of payment of the annual premium pursuant to a "split dollar" life insurance policy. The benefit is measured based on the term insurance value of the life insurance purchased and a factor for lost interest on the premiums advanced. The Company will be reimbursed for its payments from the proceeds of the life insurance policy in the event of Mr. Wood's death, termination of employment or cancellation or surrender of the policy. (5) Consists of the Company's contributions to the Greenbrier 401(k) Profit Sharing Plan for the benefit of Mr. Bisson; $64,000 in fiscal 1997 representing the contribution to the Deferred Benefit Plan for the benefit of Mr. Bisson including a cash payment made on behalf of Mr. Bisson to cover the estimated tax liability resulting from the contribution; and $5,200, $5,200 and $3,417 representing the benefit to Mr. Bisson for fiscal 1997, 1996 and 1995, respectively, of payment of the annual premium pursuant to a "split dollar" life insurance policy. The benefit is measured based on the term insurance value of the life insurance purchased and a factor for lost interest on the premiums advanced. The Company will be reimbursed for its payments from the proceeds of the life insurance policy in the event of Mr. Bisson's death, termination of employment or cancellation or surrender of the policy. (6) Consists of the Company's contributions to the Greenbrier 401(k) Profit Sharing Plan for the benefit of Mr. Webb; $274,000 in fiscal 1997 representing the contribution to the Deferred Benefit Plan for the benefit of Mr. Webb including a cash payment made on behalf of Mr. Webb to cover the estimated tax liability resulting from the contribution; and $3,211, $3,211 and $2,100 representing the benefit to Mr. Webb for fiscal 1997, 1996 and 1995, respectively, of payment of the annual premium pursuant to a "split dollar" life insurance policy. The benefit is measured based on the term insurance value of the life insurance purchased and a factor for lost interest on the premiums advanced. The Company will be reimbursed for its payments from the proceeds of the life insurance policy in the event of Mr. Webb's death, termination of employment or cancellation or surrender of the policy. 6 No options for the purchase of the Company's Common Stock were awarded to the Company's Named Executive Officers during the fiscal year ended August 31, 1997. The following table sets forth the aggregate value of unexercised options to acquire shares of the Common Stock held by the Named Executive Officers on August 31, 1997. No options were exercised by the Named Executive Officers during the fiscal year ended August 31, 1997. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
VALUE OF UNEXERCISED NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT FY-END OPTIONS AT FY-END($)(1) -------------------------- -------------------------- NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---------------------------------------------------------- ----------- ------------- ----------- ------------- Alan James -- -- -- -- William A. Furman -- -- -- -- L. Clark Wood 8,000 16,000 -- 16,500 Robin D. Bisson 11,312 21,313 54,000 74,625 Norriss M. Webb 11,000 21,000 54,000 74,625
- ------------------------------ (1) Calculated based upon the difference between the exercise price and the price of a share of the Company's Common Stock on August 29, 1997. The closing price on the New York Stock Exchange of the Common Stock of the Company on August 29, 1997 was $13. EMPLOYMENT AGREEMENTS; OTHER ARRANGEMENTS. Messrs. James and Furman have entered into employment agreements with the Company dated July 1, 1994 under which they have agreed to serve, respectively, as the Company's Chairman of the Board and President and Chief Executive Officer. The principal terms of such employment agreements are described in the accompanying report of the Compensation Committee of the Board of Directors. Mr. O'Neal has entered into an employment agreement with Greenbrier Logistics, under which he has agreed to serve as Chairman of the Board of Greenbrier Logistics. The principal terms of such employment agreement are described in "Certain Relationships and Related Party Transactions." Mr. Wood, Mr. Bisson and Mr. Webb participate in a deferred benefit plan which provides for a payment as a result of a change of control (as defined). The principal terms of such plan are described in the accompanying report of the Compensation Committee of the Board of Directors. 7 REPORT OF THE COMPENSATION COMMITTEE Board of Directors The Greenbrier Companies, Inc. Securities and Exchange Commission rules governing disclosure of executive compensation in proxy statements require inclusion in this Proxy Statement of a report from the Compensation Committee of the Board of Directors addressing, with respect to the Company's most recently completed fiscal year: (a) the Company's policies regarding executive compensation generally; (b) the factors and criteria considered in setting the compensation of the Company's Chief Executive Officer; and (c) any relationship between such compensation and the Company's performance. COMPOSITION OF THE COMMITTEE The Compensation Committee of the Board of Directors is established pursuant to the Company's Amended and Restated By-Laws. The Committee is charged, among other matters, with considering and making recommendations to the Board of Directors regarding salaries and bonuses for elected officers of the Company; considering, reviewing and granting awards under the Company's 1994 Stock Incentive Plan and administering the Plan; consulting with the Board of Directors of Greenbrier Leasing Corporation regarding awards under Greenbrier Leasing's Deferred Benefit Plan and considering matters of director compensation, benefits and other forms of remuneration. The Committee is comprised of at least two members of the Board of Directors, none of whom may be an active or retired officer or employee of the Company or any of its subsidiaries. Members of the Compensation Committee are appointed at the annual meeting of the Board of Directors. Messrs. Peter K. Nevitt, Victor G. Atiyeh and Benjamin R. Whiteley are the present members of the Compensation Committee. The Compensation Committee held four meetings during the Company's 1997 fiscal year. EXECUTIVE COMPENSATION POLICY GENERALLY The Company's general compensation policy extends to all employees, including executive officers. Under the policy, the Company endeavors to pay compensation, including salary and bonuses, as applicable, at levels consistent with prevailing levels of compensation for similar positions in the geographic areas in which the Company maintains operations. The Company believes that a significant portion of each employee's compensation should take the form of discretionary bonuses which generally reflect the results of operations achieved by the Company. This policy extends to all levels of the Company's employees. Under this policy employees, other than hourly employees in transportation logistics service and employees covered by collective bargaining agreements, typically receive annual bonuses. The aggregate amount of such bonuses is determined at the discretion of senior management of the Company and is subject to approval by the Board of Directors of the applicable subsidiary based primarily upon a subjective evaluation of the subsidiary's results of operations. Within the approved bonus pool, specific bonus allocations to employees are made by management. Bonus amounts paid to executive officers must be approved by the Compensation Committee upon recommendation of the President. There is no fixed or predetermined relationship between the Company's results of operations and the amount to be allocated to employee or officer bonuses. COMPENSATION OF CHIEF EXECUTIVE OFFICER The compensation of the Company's Chairman of the Board and of its President and Chief Executive Officer is determined pursuant to the terms and conditions of employment agreements between such officers and the Company, effective July 1, 1994. Mr. Furman's base salary as fixed by the agreement is 8 $400,000 per year. In addition to his base salary, Mr. Furman is entitled to receive an annual cash bonus which increases with the Company's return on stockholders' equity. As long as the Company's return on equity is positive, the bonus is required to be at least $100,000. In the event the return on equity is 10%, an additional bonus of $200,000 is earned which increases ratably to $600,000 as the return on equity increases to 18%. If the return on equity exceeds 18%, the Compensation Committee has the authority to approve or recommend an additional bonus in excess of the $600,000. The Company has entered into a similar employment agreement with Alan James, Chairman of the Board. No formula-based bonuses were payable to Messrs. Furman or James under their respective employment agreements with respect to the fiscal year ended August 31, 1997. However, the Committee did recommend to the Board of Directors that Messrs. James and Furman each receive a discretionary payment of $75,000 in recognition of extraordinary services rendered in addressing the difficult issues faced by the Company in fiscal 1997. RETIREMENT SAVINGS PLANS The Company maintains 401(k) retirement savings plans applicable to all United States employees, including executive officers. Pursuant to these plans, the Company typically matches a portion of employee contributions to the plans. Contributions to the plans may be invested in a number of alternative investments which do not presently include the Company's Common Stock. The Company does not maintain other retirement or profit sharing plans for executive officers or other employees. 1994 STOCK INCENTIVE PLAN Pursuant to the 1994 Stock Incentive Plan (the "Plan"), the Company reserved an aggregate of 1,380,000 shares of its Common Stock for grants of incentive stock options, nonqualified stock options and restricted stock awards to officers, directors, employees and consultants. Under the Plan, each of the Company's non-employee directors receives an option to purchase 1,000 shares of the Company's Common Stock following each annual meeting of stockholders. Pursuant to this provision, each of the Company's three non-employee directors received options in January 1997 to purchase 1,000 shares of the Common Stock at $10.81 per share. In fiscal 1997, the Company did not award any stock options to employees and consultants under the Plan. The President and Chief Executive Officer is not eligible to receive awards under the Plan. The Plan is administered, and any future grants will be awarded, by the Compensation Committee. 1995 EMPLOYEE STOCK PURCHASE PLAN All permanent employees of the Company and designated subsidiaries, including employees who are officers or directors, are eligible to participate in the Company's 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan"). Under the Stock Purchase Plan, participating employees authorize payroll deductions of up to five percent of their base pay. Amounts so contributed are used by the custodian of the Stock Purchase Plan to purchase shares of the Company's Common Stock in open market transactions. Beginning June 1, 1996 the Company has made matching contributions to amounts contributed by employees pursuant to the Stock Purchase Plan in amounts equal to 15 percent of the aggregate amounts contributed by employees. During the fiscal year ended August 31, 1997 the Company's matching contributions under the Stock Purchase Plan aggregated approximately $40,000. DEFERRED BENEFIT PLAN During fiscal 1997, Greenbrier Leasing adopted a supplemental non-qualified deferred compensation plan for certain executives including certain Named Executive Officers (the "Deferred Benefit Plan") as a result of an independent review of the Company's executive compensation plans. Prior to its adoption by Greenbrier Leasing, the Compensation Committee reviewed and approved the Deferred Benefit Plan which provides retirement benefits for certain executives. The Deferred Benefit Plan is administered by the Board of Directors of Greenbrier Leasing upon consultation with the Compensation Committee. 9 Contributions to the Deferred Benefit Plan are made by January 31 of each year for the prior fiscal year and are based upon the consolidated earnings of the Company. For fiscal 1996, $463,000 was contributed to the Deferred Benefit Plan. In addition, the Company made a cash payment on behalf of each participant to cover the participant's estimated tax liability resulting from the contribution assuming a 50% combined federal, state and local tax bracket. Upon a change of control (as defined), the Employer will contribute a payment equal to the average allocation for the participant for the prior three Plan Years multiplied by the number of Plan Years from the effective date of the change of control to the participant's normal retirement date. The Compensation Committee believes that the Company's executive and employee compensation policies contribute to the long-term financial success of the Company. The Compensation Committee intends to annually review the structure of the Company's executive compensation programs to ensure that policies and levels of compensation effectively link executive and stockholder interests and are consistent with the long-term investment objectives appropriate to the Company's business. November 12, 1997. Peter K. Nevitt Victor G. Atiyeh Benjamin R. Whiteley 10 PERFORMANCE GRAPH The following graph demonstrates a comparison of cumulative total returns for the Company's Common Stock, the Dow Jones Transportation Equipment Index and the Standard & Poors (S&P) 500 Index. The graph assumes an investment of $100 on July 14, 1994 in each of the Company's Common Stock and the stocks comprising the indices. Each of the indices assumes that all dividends were reinvested and that the investment was maintained to and including August 31, 1997, the end of the Company's fiscal year. EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
THE GREENBRIER COMPANIES, INC. S&P 500 DOW JONES TRANSPORTATION EQUIPMENT-ALL 7/14/94 100% 100% 100% 8/94 124% 105% 101% 8/95 94% 128% 104% 8/96 85% 152% 104% 8/97 98% 213% 201%
11 STOCKHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information, as of October 1, 1997, with respect to beneficial ownership of the Company's Common Stock (the only class of shares of outstanding voting securities of the Company) by each director or nominee for director, by each Named Executive Officer, by all directors and officers as a group, and by each person who is known to the Company to be the beneficial owner of more than five percent of the Company's outstanding Common Stock. Unless otherwise indicated, each person has sole voting power and sole investment power.
AMOUNT AND NATURE OF BENEFICIAL PERCENT NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS - -------------------------------------------------------------------------------- ------------------- ----------- Alan James 8,635,750(1) 61.0%(1) One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 William A. Furman 8,635,750(1) 61.0%(1) One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 Victor G. Atiyeh 1,800(2) (3) Peter K. Nevitt 6,500(2) (3) A. Daniel O'Neal, Jr. 21,477(2) (3) C. Bruce Ward 5,562(2) (3) Benjamin R. Whiteley 4,000(2) (3) Robin D. Bisson 19,312(2) (3) Norriss M. Webb 17,412(2) (3) L. Clark Wood 12,300(2) (3) All directors and executive officers as a group (13 persons) 8,746,760(2) 61.8% ---------- ----------- ---------- -----------
- ------------------------------ (1) The shares shown as beneficially owned include 4,317,875 shares held by Mr. Furman, and 4,317,875 shares held by Mr. James which, pursuant to the terms of a Stockholders' Agreement, will be voted in concert to elect each other as directors and with respect to all other matters put to a vote of the stockholders. Mr. James disclaims beneficial ownership of the shares held by Mr. Furman, and Mr. Furman disclaims beneficial ownership of the shares held by Mr. James. The shares beneficially owned by Mr. Furman include 375,000 shares held of record by the William A. Furman Charitable Remainder Unitrust. The shares beneficially owned by Mr. James include 375,000 shares held of record by the Alan James Charitable Remainder Unitrust. (2) These figures include 1,500 shares for Mr. Atiyeh, 1,500 shares for Mr. Nevitt, 16,225 shares for Mr. O'Neal, 3,062 shares for Mr. Ward, 1,500 shares for Mr. Whiteley, 16,312 shares for Mr. Bisson, 16,000 shares for Mr. Webb, 12,000 shares for Mr. Wood and 87,661 shares for the group, which such persons and the group have the right to acquire by exercise of stock options within 60 days after October 1, 1997. (3) Less than one percent. 12 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission") and the New York Stock Exchange. Officers, directors and greater than ten percent beneficial owners are required by Commission regulations to furnish the Company with copies of all forms they file pursuant to Section 16(a). Based solely on review of the copies of such reports furnished to the Company and written representations from reporting persons that no other reports were required, to the Company's knowledge all of the Section 16(a) filing requirements applicable to such persons with respect to fiscal 1997 were complied with. RATIFICATION OF APPOINTMENT OF AUDITORS The Board of Directors has appointed Deloitte & Touche LLP, independent public accountants, to audit the consolidated financial statements of the Company for the fiscal year ending August 31, 1998. Deloitte & Touche LLP has acted as independent public accountants for the Company since 1985. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting, will have the opportunity to make a statement, and will be available to respond to appropriate questions. Unless marked to the contrary, proxies received will be voted FOR ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditors for the 1998 fiscal year. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE 1998 FISCAL YEAR. OTHER BUSINESS Management knows of no other matters that will be presented for action at the Annual Meeting. However, the enclosed proxy gives discretionary authority to the persons named in the proxy in the event that any other matters should be properly presented to the meeting. STOCKHOLDER PROPOSALS Stockholders may only bring business before an annual meeting if the stockholder proceeds in compliance with the Company's Amended and Restated Bylaws. For business to be properly brought before the 1998 Annual Meeting by a stockholder, notice of the proposed business must be given to the Secretary of the Company in writing on or before the close of business on December 4, 1997. The notice to the Secretary must set forth as to each matter that the stockholder proposes to bring before the meeting: (a) a brief description of the business and reasons for conducting such business at the annual meeting; (b) the stockholder's name and address as they appear on the Company's books; (c) the class and number of shares beneficially owned by the stockholder; (d) any material interest of the stockholder in such business and a description of all arrangements and understandings between such stockholder and any other person (including their names) in connection with the proposal of such business; and (e) a representation that the stockholder intends to appear in person at the annual meeting and bring such business before the meeting. The presiding officer at any annual meeting shall determine whether any matter was properly brought before the meeting in accordance with the above provisions. If the presiding officer should determine that any matter has not been properly brought before the meeting, he or she will so declare at the meeting and any such matter will not be considered or acted upon. To be eligible for inclusion in the Company's proxy materials for the 1999 Annual Meeting of stockholders, a proposal intended to be presented by a stockholder for action at that meeting must, in addition to complying with the stockholder eligibility and other requirements of the Commission's rules 13 governing such proposals, be received not later than July 27, 1998 by the Secretary of the Company at the Company's principal executive offices, One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035. ------------------------ A COPY OF THE COMPANY'S 1997 ANNUAL REPORT ON FORM 10-K WILL BE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON REQUEST TO: INVESTOR RELATIONS, THE GREENBRIER COMPANIES, INC., ONE CENTERPOINTE DRIVE, SUITE 200, LAKE OSWEGO, OREGON 97035. By order of the Board of Directors, Kenneth D. Stephens SECRETARY November 24, 1997 14 THE GREENBRIER COMPANIES, INC. P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS R The undersigned hereby appoints William A. Furman, C. Bruce Ward and O A. Daniel O'Neal, Jr., as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as X designated below, all the shares of Common Stock of The Greenbrier Companies, Inc. held of record by the undersigned on November 21, 1997, at Y the Annual Meeting of Stockholders to be held on January 13, 1998 or any adjournments or postponements thereof. Election of Directors, Nominees: (notation/comments) PETER K. NEVITT A. DANIEL O'NEAL, JR ------------------------------- ------------------------------- ------------------------------- ------------------------------- (If you have written in the above space, please mark the corresponding box on the reverse side of this card.) ----------- SEE REVERSE SIDE ----------- ANNUAL THE GREENBRIER COMPANIES, INC. MEETING OF SHAREHOLDERS JANUARY 13, 1998 -- /X/ PLEASE MARK | | 2344 YOUR VOTES | AS IN THIS | EXAMPLE. ------ FOR ALL NOMINEES WITHHOLD AS LISTED AUTHORITY ON REVERSE TO VOTE (EXCEPT AS FOR ALL MARKED TO NOMINEES THE CONTRARY LISTED BELOW) ON REVERSE FOR AGAINST ABSTAIN 1. ELECTION / / / / 2. PROPOSAL TO RATIFY OF THE APPOINTMENT OF DIRECTORS DELOITTE & TOUCHE For, except vote withheld from LLP AS THE COMPANY'S the following nominee(s): INDEPENDENT AUDITORS FOR FISCAL 1998: / / / / / / - ------------------------------- 3. THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING / / / / / / This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for Proposals 1 and 2 and in the proxies' discretion as to such other matters as may properly come before the meeting. Please sign exactly as your name appears at left. When shares are held by joint tenants, both should sign. When signing as attorneys, executor, administrator, trustee, or guardian, Dated, 19 please give full title as such. If a ----------------------------- corporation, please sign in full corporate name by President or other - -------------------------------------- authorized officer. If a partnership, please sign in partnership name by - -------------------------------------- authorized person. Signature if held jointly PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----