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) April 6, 2015
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission
File No. 1-13146
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Oregon |
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93-0816972 |
(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
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One Centerpointe Drive, Suite 200, Lake Oswego, OR |
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97035 |
(Address of principal executive offices) |
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(Zip Code) |
(503) 684-7000
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(d) At its meeting on March 31, 2015, the Board of Directors of the Company elected
Ms. Kelly M. Williams to its Board, effective immediately.
Attached as Exhibit 99.1 and incorporated by reference herein is a copy
of the Companys press release regarding the election of Ms. Williams to the Board of Directors.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
(a) On March 31, 2015, the Board approved an amendment to the Companys Bylaws in
order to increase the size of the Board from eight to nine directors.
A copy of the Amendment to the Bylaws of The Greenbrier Companies,
Inc. is attached as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.1 |
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Amendment to the Bylaws of The Greenbrier Companies, Inc. dated March 31, 2015. |
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99.1 |
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Press Release dated April 6, 2015 entitled Greenbrier elects Kelly M. Williams 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.
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THE GREENBRIER COMPANIES, INC. |
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Date: April 6, 2015 |
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By: |
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/s/ Mark J. Rittenbaum |
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Mark J. Rittenbaum |
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Executive Vice President and |
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Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 3.1
Amendment to the Bylaws
RESOLVED, that Article III, Section 1 of the Amended and Restated Bylaws of the Company be, and it hereby is, amended to increase the number of
Directors which shall constitute the whole of the Board of Directors from eight Directors to nine Directors, effective immediately.
Adopted by
the Board of Directors on March 31, 2015.
Exhibit 99.1
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News Release |
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One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 503-684-7000 |
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www.gbrx.com |
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For release: April 6, 2015, 6:00 a.m. EDT |
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Contact: |
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Mark J. Rittenbaum |
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503-684-7000 |
Greenbrier elects Kelly M. Williams to Board of Directors
Lake Oswego, Oregon, April 6, 2015 The Greenbrier Companies (NYSE: GBX) announced today the election of Kelly M. Williams
to the Companys Board of Directors. The election of Ms. Williams increases Greenbriers Board of Directors to nine members, seven of which are independent.
Ms. Williams credentials include over 15 years experience in the private equity industry.
Ms. Williams is President of GCM Grosvenor Private Markets, and a member of its Investment Committee and Management Committee. GCM is one
of the worlds leading managers of private markets fund investment and co-investment programs, with over $22 billion in assets under management. Prior to joining GCM Grosvenor, Ms. Williams was a Managing Director and the Group Head of the
Customized Fund Investment Group of Credit Suisses private equity group. Prior to joining Credit Suisse, she was an executive director of Prudentials private equity group, where she co-founded the Customized Fund Investment Group in
1999. Prior to joining Prudential, Ms. Williams was an Associate with Milbank, Tweed, Hadley & McCloy LLP, where she specialized in global project finance. She graduated magna cum laude from Union College in 1986 with a Bachelor of
Arts degree in Political Science and Mathematics and received her Juris Doctor from New York University School of Law in 1989. She is a member of the New York bar and is active in many professional and charitable organizations.
We are delighted to have Kelly Williams join Greenbriers Board, said William A. Furman, chairman and chief executive officer
of Greenbrier. Kelly is an experienced and highly successful leader in the private equity industry, with significant involvement spanning many businesses and industries. She will give Greenbrier insight into new opportunities for expansion, as
well as areas of focus for investors. Her expertise and experience, with particular emphasis on investments and access to capital, will be extremely helpful to the Company.
Greenbrier, (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the
railroad industry. We build new railroad freight cars in our 4 manufacturing facilities in the U.S. and Mexico and marine barges at our U.S. manufacturing facility. Greenbrier also sells reconditioned wheel sets and provides wheel services at 10
locations throughout the U.S. We recondition, manufacture and sell railcar parts at 4 U.S. sites. Greenbrier is a 50/50 joint venture partner with Watco Companies, LLC in GBW Railcar Services, LLC which repairs and refurbishes freight cars
at 39 locations across North America, including 14 tank car repair and maintenance facilities certified by the Association
-More-
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Greenbrier elects Kelly M. Williams to Board of Directors (Cont.) |
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of American Railroads. Greenbrier builds new railroad freight cars and refurbishes freight cars for the
European market through our operations in Poland. Greenbrier owns approximately 8,300 railcars, and performs management services for approximately 241,000 railcars.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking
statements, including statements regarding expected new railcar production volumes and schedules, expected customer demand for the Companys products and services, plans to increase manufacturing capacity, restructuring plans, new railcar
delivery volumes and schedules, growth in demand for the Companys railcar services and parts business, and the Companys future financial performance. Greenbrier uses words such as anticipates, believes,
forecast, potential, goal, contemplates, expects, intends, plans, projects, hopes, seeks, estimates,
strategy, could, would, should, likely, will, may, can, designed to, future, foreseeable future and similar
expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from in the results
contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, reported backlog and awards are not indicative of our financial results; uncertainty or changes in the credit markets and
financial services industry; high levels of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity; fluctuations in
demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; actual future costs and the availability of materials
and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and availability and scrap
surcharges; changes in product mix and the mix between segments; 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, inefficiencies associated with expansion or start-up of production lines or increased production rates, changing technologies, transfer of production between facilities or non-performance of alliance partners,
subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; integration of current or future acquisitions and establishment of joint ventures; succession
planning; discovery of defects in railcars or services resulting in increased warranty costs or litigation; physical damage or product or service liability claims that exceed our insurance coverage; train derailments or other accidents or claims
that could subject us to legal claims; actions or inactions by various regulatory agencies including potential environmental remediation obligations or changing tank car or other rail car or railroad regulation; and issues arising from
investigations of whistleblower complaints; all as may be discussed in more detail under the headings Risk Factors and Forward Looking Statements in our Annual Report on Form 10-K for the fiscal year ended August 31,
2014, and our other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements opinions only as of the date hereof. Except as
otherwise required by law, we do not assume any obligation to update any forward-looking statements.
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