0001193125-12-467540.txt : 20121113 0001193125-12-467540.hdr.sgml : 20121112 20121113163940 ACCESSION NUMBER: 0001193125-12-467540 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121113 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121113 DATE AS OF CHANGE: 20121113 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: OR FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 121199281 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 d438998d8k.htm FORM 8-K Form 8-K

 

 

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 13, 2012

 

 

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File No. 1-13146

 

Oregon   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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 – Other Events

The Greenbrier Companies, Inc. issued a press release dated November 13, 2012 regarding the receipt of a Schedule 13D filed with the Securities and Exchange Commission by Carl C. Icahn and Reporting Persons affiliated with him. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.

   

Description

99.1    Press Release of The Greenbrier Companies, Inc. dated November 13, 2012.

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 13, 2012             By:  

/s/ Mark J. Rittenbaum

      Mark J. Rittenbaum
      Executive Vice President and Chief Financial Officer
      (Principal Financial Officer)
 EX-99.1 2 d438998dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

For immediate release:    November 13, 2012      Contact:    Mark Rittenbaum
           503-684-7000

Carl Icahn takes 10% position in Greenbrier’s common stock

Lake Oswego, OR, November 13, 2012 – The Greenbrier Companies, Inc. [NYSE:GBX] said today that Carl C. Icahn and Reporting Persons affiliated with him have acquired 9.99% of the outstanding Common Stock of Greenbrier. In a conversation yesterday, Mr. Icahn, who also owns a majority interest in American Railcar Industries, Inc. (“ARII”), contacted Greenbrier’s president and chief executive officer, Bill Furman, to notify him of the investment and spoke about past discussions and investments with Greenbrier. He suggested the parties have further discussions possibly relating to strategic opportunities. Mr. Icahn added he believes that Greenbrier shares are undervalued.

Greenbrier noted that no specific proposals or opportunities have been suggested, nor any specific times established for further conversations.

Bill Furman, president and chief executive officer, said, “Mr. Icahn is a respected investor, and we have had considerable interaction on several occasions in the past with him and ARII. We are joint venture partners with ARII in Ohio Castings. We also have worked together with ARII in the past to our mutual benefit, including purchasing over 2,000 railcars from them, and subcontracting the manufacture of railcars to them. We believe this purchase of Greenbrier shares validates our business model and strategic decisions. Among other things, our business plan has led to growth in our new railcar market share in North America to 24% of deliveries, double ARII’s market share. This is a result of decisions to expand our product offerings in covered hopper cars, tank cars, and other diversified railcar types, with additional capacity within our low cost manufacturing footprint. We agree that our stock is a very good value opportunity at present pricing. Greenbrier remains committed to enhancing shareholder value and to maintaining an open dialogue with its shareholders.”

Greenbrier, (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. Greenbrier builds new railroad freight cars in its three manufacturing facilities in the U.S. and Mexico and marine barges at its U.S. facility. It also repairs and refurbishes freight cars and provides wheels and railcar parts at 39 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 11,000 railcars, and performs management services for approximately 219,000 railcars.