-----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, TeloYSIFlb2XI/SXRbd0ZbHxKICspwJjlk1/m0Ku+njjogzZw1tm6GCLl9w6yj8J aV3JE7sXa7FkPkLtG0qoVg== 0001209191-09-033220.txt : 20090622 0001209191-09-033220.hdr.sgml : 20090622 20090622154711 ACCESSION NUMBER: 0001209191-09-033220 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090610 FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090622 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSS WILBUR L JR CENTRAL INDEX KEY: 0001026610 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09903360 MAIL ADDRESS: STREET 1: 328 EL VEDADO ROAD CITY: PALM BEACH STATE: FL ZIP: 33480 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Invesco Private Capital, Inc. CENTRAL INDEX KEY: 0001128452 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09903363 BUSINESS ADDRESS: STREET 1: 1315 PEACHTREE STREET STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 2122789000 MAIL ADDRESS: STREET 1: 1315 PEACHTREE STREET STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30309 FORMER NAME: FORMER CONFORMED NAME: INVESCO PRIVATE CAPITAL INC DATE OF NAME CHANGE: 20001116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WLR Recovery Fund IV LP CENTRAL INDEX KEY: 0001414643 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09903367 BUSINESS ADDRESS: STREET 1: 1166 Avenue of the Americas STREET 2: 27th Floor CITY: New York STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 826-1100 MAIL ADDRESS: STREET 1: 1166 Avenue of the Americas STREET 2: 27th Floor CITY: New York STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WLR IV PARALLEL ESC LP CENTRAL INDEX KEY: 0001422834 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09903366 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-826-1100 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INVESCO WLR IV Associates LLC CENTRAL INDEX KEY: 0001429294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09903364 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 826-1100 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WLR Recovery Associates IV LLC CENTRAL INDEX KEY: 0001429295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09903365 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 826-1100 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WL Ross Group, L.P. CENTRAL INDEX KEY: 0001431790 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09903362 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 826-1100 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: El Vedado, LLC CENTRAL INDEX KEY: 0001431791 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09903361 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 826-1100 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 3 1 doc3.xml FORM 3 SUBMISSION X0203 3 2009-06-10 0 0000923120 GREENBRIER COMPANIES INC GBX 0001026610 ROSS WILBUR L JR 319 CLEMATIS STREET, ROOM 1000 WEST PALM BEACH FL 33401 1 0 1 0 0001414643 WLR Recovery Fund IV LP C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 0 1 Co-Reporting Owner 0001422834 WLR IV PARALLEL ESC LP C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 0 1 Co-Reporting Person 0001429295 WLR Recovery Associates IV LLC C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 0 1 Co-Reporting Person 0001429294 INVESCO WLR IV Associates LLC C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 0 1 Co-Reporting Person 0001128452 Invesco Private Capital, Inc. C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 0 1 Co-Reporting Person 0001431790 WL Ross Group, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 0 1 Co-Reporting Person 0001431791 El Vedado, LLC 319 CLEMATIS STREET, ROOM 1000 WEST PALM BEACH FL 33401 0 0 0 1 Co-Reporting Person Warrants 6.00 2009-06-10 2009-06-14 Common stock 3263460 I Warrants directly held by WLR Recovery Fund IV, L.P. Warrants 6.00 2009-06-10 2009-06-14 Common Stock 13106 I Warrants directly held by WLR IV Parallel ESC, L.P. The acquisitions of the Fund IV Warrants and Parallel Fund Warrants described in footnotes 2 and 3 below occurred on June 10, 2009. Wilbur L. Ross, Jr. ("Mr. Ross") became a director of The Greenbrier Companies, Inc. on June 11, 2009. Warrants to purchase 3,263,460 shares of common stock (the "Fund IV Warrants") are held directly by WLR Recovery Fund IV, L.P. ("Fund IV"). Mr. Ross is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. Accordingly, WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC and Mr. Ross may be deemed to share dispositive power over the Fund IV Warrants and voting and dispositive power over any shares issuable upon exercise of the Fund IV Warrants. Except for Fund IV, each of the undersigned reporting persons disclaims beneficial ownership of the Fund IV Warrants. Warrants to purchase 13,106 shares of common stock (the "Parallel Fund Warrants") are held directly by WLR IV Parallel ESC, L.P. ("Parallel Fund"). Invesco Private Capital, Inc. is the managing member of Invesco WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. Invesco WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement whereby Parallel Fund will invest on a pro rata basis in parallel investments with Fund IV. Accordingly, Invesco WLR IV Associates LLC, Invesco Private Capital, Inc., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC and Mr. Ross may be deemed to share dispositive power over the Parallel Fund Warrants and voting and dispositive power over any shares issuable upon exercise of the Parallel Fund Warrants. Except for Parallel Fund, each of the undersigned reporting persons disclaims beneficial ownership of the Parallel Fund Warrants. /s/ Wilbur L. Ross, Jr. 2009-06-22 Wilbur L. Ross, Jr. 2009-06-22 Wilbur L. Ross, Jr. 2009-06-22 Wilbur L. Ross, Jr. 2009-06-22 Wilbur L. Ross, Jr. 2009-06-22 Wilbur L. Ross, Jr. 2009-06-22 Wilbur L. Ross, Jr. 2009-06-22 Wilbur L. Ross, Jr. 2009-06-22 EX-24.3_291567 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert W. Shank, Maren C. Malik and Mark J. Rittenbaum, signing singly, the undersigned's true and lawful attorneys-in-fact to: 1. Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or ten percent stockholder of The Greenbrier Companies, Inc., an Oregon Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statement or omission of necessary facts in the information provided by the undersigned to either such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of June, 2009. . Signature /s/ Wilbur L. Ross, Jr. Print Name Wilbur L. Ross, Jr. EX-24.3_291567 3 attachment1.htm EX-24 DOCUMENT
EXHIBIT 1
POWER OF ATTORNEY
     We, the undersigned officers and managing members of the reporting
companies on this Form 3 hereby severally constitute and appoint Wilbur L Ross,
Jr. our true and lawful attorney with full power to him, and with full powers of
substitution and re-substitution, to sign for us and in our names in the
capacities indicated below, the Form 3 and any and all amendments to said Form 3
and any subsequent reports on Form 4, and generally to do all such things in our
names and on our behalf in our capacities as officers and managing members to
enable the reporting companies to comply with the provisions of the Securities
Exchange Act of 1934 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our attorneys, or any of them, or their substitute or substitutes, to said
Form 3 and any and all amendments and any subsequent reports on Form 4.
     IN WITNESS WHEREOF, the undersigned officers and managing members of the
reporting companies have hereunto set their hands as of the __ day of June 2009.



WLR RECOVERY FUND IV, L.P.
By:	WLR Recovery Associates IV LLC, its General Partner
By:	WL Ross Group, L.P., its Managing Member
By:	El Vedado, LLC its General Partner

By:	/s/ Wilbur L. Ross, Jr.
	Wilbur L. Ross, Jr.,
	its Managing Member


WLR IV PARALLEL ESC, L.P.
By:	Invesco WLR IV Associates LLC, its General Partner
By:	Invesco Private Capital, Inc., its Managing Member

By:	/s/ Wilbur L. Ross, Jr.
	Wilbur L. Ross, Jr.,
	its Chief Executive Officer

WLR RECOVERY ASSOCIATES IV LLC
By:	WL Ross Group, L.P., its Managing Member
By:	El Vedado, LLC, its General Partner

By:	/s/ Wilbur L. Ross, Jr.
	Wilbur L. Ross, Jr.,
	its Managing Member

INVESCO WLR IV ASSOCIATES LLC
By:	Invesco Private Capital, Inc its Managing Member

By:	/s/ Wilbur L. Ross, Jr.
	Wilbur L. Ross, Jr.,
	its Chief Executive Officer


INVESCO PRIVATE CAPITAL, INC.
By:	/s/ Wilbur L. Ross, Jr.
	Wilbur L. Ross, Jr.,
	its Chief Executive Officer


WL ROSS GROUP, L.P.
By:	El Vedado, LLC, its General Partner

By:	/s/ Wilbur L. Ross, Jr.
	Wilbur L. Ross, Jr.,
	its Managing Member

EL VEDADO, LLC

By:	/s/ Wilbur L. Ross, Jr.
	Wilbur L. Ross, Jr.,
	its Managing Member





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