<PAGE>
As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
The Greenbrier Companies, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 93-0816972
--------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification No.)
200 One Centerpointe Drive
Lake Oswego,Oregon 97035
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Stock Incentive Plan - 2000
--------------------------------------------------------------------------------
(Full title of the plan)
William A. Furman
President and Chief Executive Officer
200 One Centerpointe Drive
Lake Oswego, Oregon 97035
(503) 684-7000
--------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
Kenneth D. Stephens
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Amount of
be registered registered aggregate offering registration fee
price
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
common stock, 1,000,000 shares(1) $9,149,843.75(3) $2,415.56
$.001 par value
---------------------------------------------------------------------------------------------
common stock, 900,000 shares(2) $8,381,250.00(4) Not applicable.(4)
$.001 par value
---------------------------------------------------------------------------------------------
Total 1,900,000 shares $17,531,093.75 $2,415.56
---------------------------------------------------------------------------------------------
</TABLE>
(1)This filing registers 1,000,000 shares of Greenbrier's common stock reserved
for issuance under Greenbrier's Stock Incentive Plan--2000 (the "Plan"). There
are also registered an undetermined number of additional shares of common stock
that may become available for purchase in accordance with the provisions of the
Plan in the event of any future change in the outstanding shares of common stock
as a result of a stock dividend, stock split or similar adjustment.
(2)This filing also registers 900,000 shares of Greenbrier's common stock
relating to reofferings of common stock which may be acquired from time to time
in connection with exercises of options granted under the Plan, by certain
directors and officers of Greenbrier who may be deemed to be affiliates that
hold control securities (as those terms are defined by Rule 144 and Rule 405
under the Securities Act of 1933, as amended (the "Securities Act")).
(3)Calculated pursuant to Rule 457(c) and (h)(3) based upon (a) the actual
aggregate price of $2,281.875.00 for 262,500 shares of Greenbrier's common stock
subject to previously granted options (250,000 of which are exercisable at a
price of $8.69 per share, and 12,500 of which are exercisable at a price of
$8.75 per share), and (b) the estimated proposed maximum offering price for
737,500 shares reserved for issuance under the Stock Incentive Plan--2000, of
$6,867,968.75, estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act. The offering price of $9.3125 per
share is the average of the high and low sales prices of the common stock on
December 11, 2000 on the New York Stock Exchange.
(4)The estimated proposed maximum offering price for 900,000 shares offered for
resale is calculated based upon the average of the high and low sales prices of
the common stock on December 11, 2000, on the New York Stock Exchange. No
additional filing fee is required to be paid with respect to the shares offered
pursuant to the Plan which are offered for resale under the reoffer prospectus
contained herein, pursuant to Rule 457(h)(3).
<PAGE>
THE GREENBRIER COMPANIES, INC.
CROSS REFERENCE SHEET BETWEEN
THE REGISTRATION STATEMENT AND THE PROSPECTUS
(PART I OF FORM S-3 FOR USE ON FORM S-8)
The location in the prospectus of the information to be included in the
prospectus in response to the Items of Part I of Form S-3 for use on Form S-8 is
as follows:
ITEM LOCATION IN PROSPECTUS
1. Forepart of the Registration Statement Outside Front Cover Page
And Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside Front Cover Page
Pages of Prospectus
3. Summary of Information, Risk Factors Outside Front Cover Page,
Risk Factors
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page,
Plan of Distribution
9. Description of Securities to be Registered Incorporation of Certain
Documents by Reference
10. Interest of Named Experts and Counsel Legal Matters, Experts
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
1
<PAGE>
REOFFER PROSPECTUS
THE GREENBRIER COMPANIES, INC.
THE OFFERING
This prospectus is being used in connection with the offering from time
to time by certain officers and directors of The Greenbrier Companies, Inc.
("selling stockholders") or their successors in interest of shares of common
stock (the "common stock") of The Greenbrier Companies, Inc. ("Greenbrier", or
the "Company") that the selling stockholders may acquire upon the exercise of
stock options granted under Greenbrier's Stock Incentive Plan - 2000.
<TABLE>
<S> <C>
Shares of common stock offered
by selling stockholders............... 900,000
Offering price................................. The selling stockholders may
offer the shares for sale on
the New York Stock Exchange at
the market price at the time of
the sale. The selling
stockholders may also offer the
shares in privately negotiated
transactions either at the
market price at the time of the
sale, at a price related to the
market price or at a negotiated
price. On December 11, 2000,
the closing sales price of
Greenbrier's common stock on
the New York Stock Exchange was
$9.25 per share.
New York Stock Exchange Symbol................. GBX
</TABLE>
-------------------------------------------------
THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING
ON PAGE 7.
----------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------------------------
The date of this prospectus is December 11, 2000.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Summary...........................................................4
Explanatory Note........................................................4
The Greenbrier Companies................................................4
Where You Can Find More Information.....................................4
Incorporation of Certain Documents by Reference.........................5
Risk Factors.................................................................7
Customer Concentration and Order Size...................................7
Fluctuating Demand for Railcar Products.................................7
Ability to Remarket Leased Equipment Profitably.........................7
Dependence on Suppliers.................................................7
Competition.............................................................8
Environmental Matters...................................................8
Control by Principal Stockholders.......................................9
This Offering...............................................................10
Selling Stockholders........................................................11
Plan of Distribution........................................................12
Legal Matters...............................................................14
Experts.....................................................................14
Signatures..................................................................15
Power of Attorney...........................................................16
</TABLE>
-----------------------------------
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT GREENBRIER THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
PROSPECTUS. YOU MAY REQUEST A COPY OF ALL DOCUMENTS THAT ARE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS BY WRITING OR TELEPHONING GREENBRIER AT THE
FOLLOWING ADDRESS: ATTENTION MARK J. RITTENBAUM, VICE PRESIDENT AND TREASURER,
THE GREENBRIER COMPANIES, ONE CENTERPOINTE DRIVE, SUITE 200, LAKE OSWEGO, OREGON
97035, TELEPHONE (503) 684-7000. COPIES OF ALL DOCUMENTS REQUESTED WILL BE
PROVIDED WITHOUT CHARGE (NOT INCLUDING THE EXHIBITS TO THOSE DOCUMENTS, UNLESS
THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THOSE DOCUMENTS OR
THIS PROSPECTUS).
3
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS AND
MAY NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE
CIRCUMSTANCES AND TERMS OF THE OFFERING AND FOR COMPLETE INFORMATION ABOUT
GREENBRIER, YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE INFORMATION
INCORPORATED BY REFERENCE, INCLUDING THE FINANCIAL STATEMENTS AND THE NOTES TO
THE FINANCIAL STATEMENTS.
EXPLANATORY NOTE
This reoffer prospectus is filed as a part of the Registration
Statement on Form S-8 and has been prepared in accordance with the requirements
of Part I of Form S-3 and may be used for reoffers of common stock defined as
"control securities" under Instruction C to Form S-8 acquired by "affiliates"
(as that term is defined in Rule 405 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the "Securities Act")) pursuant to the
exercise of stock options under Greenbrier's Stock Incentive Plan - 2000.
THE GREENBRIER COMPANIES
Greenbrier was incorporated in the State of Delaware in 1981. On
November 7, 2000 the Company's Board of Directors approved a plan of
redomestication and recommended the plan to the Company's stockholders for
approval. If the redomestication plan is approved by the Company's stockholders
the Company will change its state of domicile and become an Oregon corporation.
The redomestication will occur by means of a merger of the Company with and into
an Oregon subsidiary of the Company, Oregon Greenbrier Companies, Inc., which
will be the surviving corporation. The redomestication plan and plan of merger
will be submitted to the Company's stockholders at its annual stockholders'
meeting on January 9, 2001.
Greenbrier supplies conventional and intermodal transportation
equipment and services to the railroad industry. Intermodal transportation is
the movement of cargo in standardized containers or trailers that are freely
interchangeable among railcar, truck or ship. Greenbrier operates two primary
business segments: manufacturing and leasing & services. The manufacturing
segment produces double-stack intermodal railcars, conventional railcars, marine
vessels and forged steel products, and performs railcar refurbishment and
maintenance activities. In Europe, Greenbrier also manufactures new freight cars
through the use of unaffiliated sub-contractors. Greenbrier currently manages a
fleet of railcars of which 45% are owned and the remainder are managed for
railroads, institutional investors and other leasing companies. Management
services include equipment marketing and re-marketing, maintenance, management
and administration. Greenbrier participates in both the finance and the
operating lease segments of the market.
WHERE YOU CAN FIND MORE INFORMATION
Greenbrier is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with the
Exchange Act Greenbrier files annual, quarterly and special reports, proxy
statements and other information with the Securities
4
<PAGE>
and Exchange Commission (the "SEC"). You may inspect and copy any document
Greenbrier files at the SEC's public rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Northeast Regional Office at Seven
World Trade Center, New York, New York 10048; and at the Midwest Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. You may
also purchase copies of Greenbrier's filings by writing to the Public
Reference Section of the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1-800-SEC-0330. Greenbrier's SEC
filings are also available on the SEC's website at http://www.sec.gov.
-------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement on Form S-8 that
Greenbrier filed with the SEC in accordance with the requirements of Part I of
Form S-3 and General Instruction C of the Instructions to Form S-8. The SEC
allows this filing to "incorporate by reference" information that the Company
previously filed with the SEC. This means the Company can disclose important
information to you by referring you to other documents that it filed with the
SEC. The information that is incorporated by reference is considered part of
this prospectus, and information that the Company files later will automatically
update and may supercede this information. For further information about the
Company and the securities being offered, you should refer to the registration
statement and the following documents that are incorporated by reference:
- Greenbrier's annual report on Form 10-K for the fiscal year
ended August 31, 2000;
- The description of Greenbrier common stock, $0.001 par value
included in the Company's Registration Statement on Form S-1, as
declared effective on July 11, 1994 (Registration No. 33-78852),
including any amendments or report filed for the purpose of
updating such information; and
- All documents Greenbrier files pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold.
Greenbrier will provide without charge to each person to whom a
copy of this prospectus is delivered, on the written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference into the registration statement (other than exhibits to such
information unless such exhibits are specifically incorporated by reference into
the information that the registration statement incorporates). Written or oral
requests for such information should be directed to: Mark J. Rittenbaum, Vice
President and Treasurer, The Greenbrier Companies, One Centerpointe Drive, Suite
200, Lake Oswego, Oregon 97035, telephone (503) 684-7000.
Greenbrier has not authorized any person to give any information or to
make any representations in connection with sale of the shares by the selling
stockholders other than those
5
<PAGE>
contained in this prospectus. You should not rely on any information or
representations in connection with such sales other than the information or
representations in this prospectus. You should not assume that there has been
no change in Greenbrier's affairs since the date of this prospectus or that
the information in this prospectus is correct as of any time after its date.
This prospectus is not an offer to sell or a solicitation of an offer to buy
shares in any state or under any circumstances in which such an offer or
solicitation is unlawful.
6
<PAGE>
RISK FACTORS
Before you invest in Greenbrier's common stock you should be aware that
there are various risks, including those described below, that may affect the
Company's business, financial condition and results of operations. However, this
list of risk factors may not be exhaustive.
CUSTOMER CONCENTRATION AND ORDER SIZE.
The railcar customer base is highly concentrated and each customer has
substantial purchasing power. In any given year, a small number of customers and
a correspondingly small number of large purchase orders represent a significant
percentage of the Company's revenues. In 2000, sales to the two largest
customers, TTX Company and The Burlington Northern and Santa Fe Railway Company
("BNSF"), accounted for 30% and 9% of total revenues and 33% and 7% of
manufacturing revenues. Sales to Union Pacific Railroad and BNSF accounted for
approximately 27% and 12% of leasing & services revenues. The loss of any of
these or other substantial customers, or a material adverse change in the
financial condition of these customers, could have a material adverse effect on
the Company's results of operations.
FLUCTUATING DEMAND FOR RAILCAR PRODUCTS.
Demand for new railcars has widely fluctuated on an industry-wide basis
over the past two decades. During most of the 1980's new railcar deliveries
declined severely due to production overcapacity. During the 1990's the overall
use of railroads for freight transportation increased, overcapacity decreased,
and a large number of railcars are now nearing the end of their useful lives.
There can be no assurance, however, that economic conditions will remain
favorable or that there will not be significant fluctuations in demand for
railcars that adversely impact the industry as a whole, and the Company in
particular.
ABILITY TO REMARKET LEASED EQUIPMENT PROFITABLY.
The profitability of the Company's transportation equipment leasing &
services activities is dependent in part upon the Company's ability to resell or
re-lease owned equipment upon the expiration of the existing lease terms or
otherwise. The lease rates and residual value of leased equipment may vary
substantially, and the Company's ability to remarket such equipment profitably
depends upon, among other factors, the cost of comparable new equipment, the
general market availability of other used or new equipment, the degree of
obsolescence of the leased equipment, the prevailing market and economic
conditions, including interest and inflation rates, the need for refurbishment
and the cost of materials and labor. Most of these factors are outside the
control of the Company. Therefore, there can be no assurance that the Company
will be able to continue to remarket its transportation equipment at a profit.
DEPENDENCE ON SUPPLIERS.
Each railcar produced by the Company requires the supply of raw
materials such as steel plate, as well as numerous specialty components such as
brakes, wheels and axles. The
7
<PAGE>
Company has at least two suppliers for most of the raw materials and
specialty components used in its manufacturing operations. There can be no
assurance, however, that the Company will not experience shortages of raw
materials or components essential to the production of railcars or be forced
to seek alternative sources of supply which may increase costs or adversely
affect the Company's ability to obtain and fulfill orders for railcar
products.
COMPETITION.
The freight car manufacturing business and the transportation equipment
leasing industry are both highly competitive. Price competition is vigorous and,
coupled with the existence of a strong United States-Canada Free Trade Agreement
and the ratification in 1993 of the North American Free Trade Agreement, as well
as currency fluctuations and other factors, the number of railroad freight cars
entering the United States from Canada increased in 1993 and may continue to
increase. Orders for most types of railcars are competitively bid.
Greenbrier is affected by a variety of competitors in each of its
principal business activities. There are currently seven major railcar
manufacturers competing in North America. Two of these producers build railcars
principally for their own fleets and five producers - Trinity Industries, Inc.,
Thrall Car Manufacturing Co., Johnstown America Corp., National Steel Car, Ltd.
and the Company - compete principally in the general railcar market. Some of
these producers have substantially greater resources than the Company.
Greenbrier competes on the basis of type of product, reputation for quality,
price, reliability of delivery and customer service and support. Competition in
Europe, with 20 to 30 railcar producers, is more fragmented than in North
America. In railcar leasing, principal competitors in North America include
Bombardier Rail Capital, The CIT Group, First Union Rail, GATX Corporation and
General Electric Railcar Services. Greenbrier does not currently provide
significant leasing services in Europe.
Some of the Company's competitors have greater financial resources than
the Company and there can be no assurance that such competitors will not
increase their participation in the primary market segments in which the Company
operates.
ENVIRONMENTAL MATTERS.
The Company is subject to national, state, provincial and local
environmental laws and regulations concerning, among other matters, air
emissions, wastewater discharge, solid and hazardous waste disposal and employee
health and safety. Greenbrier maintains an active program of environmental
compliance and believes that its current operations are in material compliance
with all applicable national, state, provincial and local environmental laws and
regulations. Prior to acquiring manufacturing facilities, the Company conducts
investigations to evaluate the environmental condition of subject properties and
negotiates contractual terms for allocation of environmental exposure arising
from prior uses. Upon commencing operations at acquired facilities, the Company
endeavors to implement environmental practices, which are at least as stringent
as those mandated by applicable laws and regulations.
Environmental studies have been conducted of owned and leased
properties, which indicate additional investigation and some remediation may be
necessary. The Portland, Oregon
8
<PAGE>
manufacturing facility is located on the Willamette River. The United States
Environmental Protection Agency is considering possible classification of
portions of the river bed, including the portion fronting the facility, as a
federal "superfund" site due to sediment contamination. There is no
indication that the Company has contributed to the contamination of the
Willamette River bed, although uses by prior owners of the property may have
contributed. Nevertheless, ultimate classification of the Willamette River
may have an impact on the value of the Company's investment in the property
and may require the Company to initially bear a portion of the cost of any
mandated remediation. The Company may be required to perform periodic
maintenance dredging in order to continue to launch vessels from its
side-launch ways on the river, and classification as a superfund site could
result in some limitations on future launch activity. Management believes
that its operations adhere to sound environmental practices and applicable
laws and regulations. However, there can be no assurance that current
regulatory requirements will not change or that currently unforeseen
environmental incidents will not occur or past failures to comply with
environmental laws will not be discovered on the Company's properties.
CONTROL BY PRINCIPAL STOCKHOLDERS.
The two principal stockholders of the Company, Alan James and
William A. Furman, beneficially own an aggregate of approximately 60.1% of
the outstanding common stock. Messrs. James and Furman are parties to a
stockholders' agreement (the "Stockholders' Agreement") pursuant to which they
agreed to vote all shares of the Company's common stock over which they control
voting power to elect the current and proposed directors of the Company,
including each other, and generally to vote in concert (or to refrain from
voting) with respect to all other matters submitted to a vote of the
stockholders. As a result, Messrs. James and Furman have the ability to control
the Company's operations as well as the vote on most issues submitted to the
Company's stockholders, including the election of all of the Company's directors
and approval or disapproval of fundamental corporate changes, such as mergers,
dissolution and changes in control. In addition, as long as they hold 55% or
more of the outstanding common stock, Messrs. James and Furman may amend all of
the provisions of the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation"). As stockholders, Messrs. James and Furman will
not be prohibited from acting in their own self-interest in respect of, among
other things, voting or disposition of their shares of common stock. The
Stockholders' Agreement also provides that Messrs. James and Furman will not
take any action in furtherance of any transaction resulting in, or likely to
result in, a change in control of the Company, except as may be required by law
in the performance of their duties as a director or officer of the Company or
except as they mutually agree.
9
<PAGE>
THIS OFFERING
Certain selling stockholders may offer and sell, from time to time, up
to 900,000 shares of Greenbrier's common stock. These are shares that may be
acquired by the selling stockholders upon the exercise of stock options granted
to them as of the date of this prospectus pursuant to Greenbrier's Stock
Incentive Plan - 2000 (the "Plan") and shares that may be acquired by the
selling stockholders pursuant to options granted to them in the future pursuant
to the Plan. As of the date of this prospectus options to purchase an aggregate
of 167,500 shares of Greenbrier's common stock have been granted to the selling
stockholders, as detailed in the Selling Stockholders section.
Options or shares of common stock may be issued under the Plan in
amounts and to persons not presently known. Once the amounts and names are
known, such persons, their holdings of common stock and certain other
information may be included in a subsequent version of this prospectus.
Greenbrier will pay the expenses of preparing this prospectus and the related
registration statement. All brokerage commissions and other expenses incurred in
connection with sales by the selling stockholders will be borne by such selling
stockholders.
Greenbrier will not receive any of the proceeds from the sale of the
shares covered by this prospectus. While Greenbrier will receive sums upon any
exercise of options by the selling stockholder, there are currently no plans for
application of such sums, other than for general corporate purposes. Greenbrier
cannot assure that any of such options will be exercised.
10
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth: (i) the name and position of each
selling stockholder who may sell common stock pursuant to this prospectus; (ii)
the number of shares of common stock owned by each selling stockholder as of the
date of this prospectus; (iii) the number of shares of common stock offered
hereunder which may be acquired by the selling stockholders pursuant to the
exercise of options granted to them under the Plan as of the date of this
prospectus; and (iv) the amount and percentage of common stock to be owned by
each such selling stockholder if such selling stockholder were to sell all of
the shares of common stock which may offered pursuant to this prospectus.
Options or shares of common stock may be issued under the Plan in amounts and to
persons not presently known; when known, such persons, their holdings of common
stock and certain other information may be included in a subsequent version of
this prospectus.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Name and Position Number of Shares of Number of Shares of Number of Shares
Common Stock Common Stock to be of Common Stock
Owned Prior to Offered(2) Owned/Percentage
Offering(1) After Offering(3)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Victor G. Atiyeh, 300 2,500 *
Director
-------------------------------------------------------------------------------------------------------------------
Peter K. Nevitt, 5,000 2,500 *
Director
-------------------------------------------------------------------------------------------------------------------
Benjamin R. Whiteley, 7,000 2,500 *
Director
-------------------------------------------------------------------------------------------------------------------
A. Daniel O'Neal, 5,277 2,500 *
Director
-------------------------------------------------------------------------------------------------------------------
C. Bruce Ward, 2,500 2,500 *
Director and Chairman
of the Board of
Directors of Gunderson,
Inc.
-------------------------------------------------------------------------------------------------------------------
Robin Bisson, 4,805 25,000 *
Senior Vice President,
Marketing and Sales
-------------------------------------------------------------------------------------------------------------------
Larry G. Brady, 0 25,000 *
Senior Vice President
and Chief Financial
Officer
-------------------------------------------------------------------------------------------------------------------
Mark J. Rittenbaum, 1,300 25,000 *
Vice President and
Treasurer
-------------------------------------------------------------------------------------------------------------------
Timothy A. Stuckey, 0 10,000 *
President of Gunderson
Rail Services, Inc.
-------------------------------------------------------------------------------------------------------------------
11
<PAGE>
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Norris M Webb, 3,331 25,000 *
Executive Vice
President and General
Counsel
-------------------------------------------------------------------------------------------------------------------
L. Clark Wood, 300 25,000 *
President of Greenbrier
Manufacturing
Operations
-------------------------------------------------------------------------------------------------------------------
William L. Bourque, 5,000 20,000 *
Vice President,
International Marketing
-------------------------------------------------------------------------------------------------------------------
TOTAL 34,813 167,500
-------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than one percent.
(1)For purposes of this table, the number of shares of common stock owned prior
to this offering includes all shares of common stock owned by each selling stock
holder as of the date of this prospectus. It does not include shares of common
stock that may be acquired upon the exercise of options.
(2)For purposes of this table, the number of shares of common stock offered
includes only shares of common stock which would be owned if all options granted
under the Plan as of the date of this prospectus were exercised. It does not
include shares of common stock which may be acquired upon the exercise of
options that may be granted in the future to the selling stockholders, which
information is not currently known.
(3)Applicable percentage of ownership is based on 14,171,732 shares of common
stock outstanding on September 29, 2000.
PLAN OF DISTRIBUTION
The selling stockholders have not advised the Company of any specific
plan for distribution of the shares offered hereby, but it is anticipated that
the shares will be sold from time-to-time by the selling stockholders or by
their pledges, donees, transferees or other successors in interest. Such sales
may be made over-the-counter on the New York Stock Exchange at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The shares may be sold by one or more of the
following: (i) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (ii) purchases by a broker or
dealer for its account pursuant to this prospectus; or (iii) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the selling stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the selling stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
12
<PAGE>
such sales, and any commission received by them and any profit realized by them
on the resales of shares as principals may be deemed underwriting compensation
under the Securities Act. Shares of common stock covered by this prospectus also
may qualify to be sold pursuant to Rule 144 under the Securities Act, rather
than pursuant to this prospectus.
13
<PAGE>
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon by
Tonkon Torp LLP. A member of Tonkon Torp LLP is secretary of the Company and
beneficially owns 7,600 shares, including 500 shares owned by his spouse. Three
other members of the firm beneficially own an aggregate of 8,890 shares.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended August 31, 2000 have been audited by Deloitte &
Touche, independent auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Lake
Oswego, Oregon, on December 11, 2000.
THE GREENBRIER COMPANIES, INC.
By /s/ William A. Furman
-------------------------------------
William A. Furman
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that each person whose signature appears below
hereby constitutes and appoints William A. Furman his true and lawful
attorney-in-fact and agent, with full power of substitution for him in any and
all capacities, to sign any and all amendments or post-effective amendments to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities Exchange
Commission, granting unto such attorney and agent full power and authority to do
any and all acts and things necessary or advisable in connection with such
matters, and hereby ratifying and confirming all that the attorney and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
PRINCIPAL EXECUTIVE OFFICERS: DATE:
/s/ William A. Furman December 11, 2000
----------------------------------
William A. Furman
President, Chief Executive Officer
and Director
/s/ Alan James December 11, 2000
----------------------------------
Alan James
Chairman of the Board of Directors
15
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PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Larry G. Brady December 11, 2000
----------------------------------
Larry G. Brady
Senior Vice President and
Chief Financial Officer
DIRECTORS:
/s/ Victor G. Atiyeh December 11, 2000
-----------------------------------
Victor G. Atiyeh
/s/ Benjamin R. Whiteley December 11, 2000
-----------------------------------
Benjamin R. Whiteley
/s/ C. Bruce Ward December 11, 2000
-----------------------------------
C. Bruce Ward
/s/ Peter K. Nevitt December 11, 2000
-----------------------------------
Peter K. Nevitt
/s/ A. Daniel O'Neal, Jr. December 11, 2000
-----------------------------------
A. Daniel O'Neal, Jr.
16
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Greenbrier with the Securities
Exchange Commission (the "SEC") are incorporated by reference in this
Registration Statement:
(a) Greenbrier's annual report on Form 10-K for the fiscal year
ended August 31, 2000.
(b) The description of Greenbrier's common stock, $0.001 par value (the
"common stock") set forth in Greenbrier's Registration Statement on Form S-1, as
declared effective on July 11, 1994 (Registration No. 33-78852), including any
amendments or reports filed for the purpose of updating such information.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock offered hereby will be passed
on by Tonkon Torp LLP. A member of Tonkon Torp LLP is Secretary of the Company
and beneficially owns 7,450 shares, including 350 shares owned by his spouse of
which he disclaims ownership. Three other members of the firm beneficially own
an aggregate of 8,890 shares.
Item 6. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law ("DGCL"), the Company's
Restated Certificate of Incorporation (the "Certificate"), and the Company's
Amended and Restated Bylaws (the "Bylaws"), the Company has broad powers to
indemnify directors and officers against liabilities that they may incur in such
capacities.
Pursuant to Section 102(b)(7) of the DGCL, Article Sixth of the
Certificate contains the following provision relating to the personal liability
of the Company's directors:
"No director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability, to the extent
provided by applicable law, (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or
omission not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit. If the General
Corporation Law
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of Delaware is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation
Law of Delaware, as so amended. This Article Sixth shall not eliminate
or limit the liability of a director for any act or omission which
occurred prior to the effective date of its adoption. Any repeal or
modification of this Article Sixth by the stockholders of the
corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification."
Pursuant to DGCL Section 145 and Article Seventh of the Certificate,
Article VIII of the Company's Amended and Restated Bylaws provides:
"Section 1. DIRECTORS AND OFFICERS.
(a) INDEMNITY IN THIRD-PARTY PROCEEDINGS. The corporation
shall indemnify its Directors and officers in accordance with the
provisions of this Section 1(a) if the Director or officer was or is a
party to, or is threatened to be made a party to, any proceeding (other
than a proceeding by or in the right of the corporation to procure a
judgment in its favor), against all expenses, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by the
Director or officer in connection with such proceeding if the Director
or officer acted in good faith and in a manner the Director or officer
reasonably believed was in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
the Director or officer, in addition, had no reasonable cause to
believe that the Director's or officer's conduct was unlawful; PROVIDED
HOWEVER, that the Director or officer shall not be entitled to
indemnification under this Section 1(a): (i) in connection with any
proceeding charging improper personal benefit to the Director or
officer in which the Director or officer is adjudged liable on the
basis that personal benefit was improperly received by the Director or
officer unless and only to the extent that the court conducting such
proceeding or any other court of competent jurisdiction determines upon
application that, despite the adjudication of liability, the Director
or officer is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, or (ii) in connection with any
proceeding (or part thereof) initiated by such person or any proceeding
by such person against the corporation or its Directors, officers,
employees or other agents unless (A) such indemnification is expressly
required to be made by law, (B) the proceeding was authorized by the
Board of Directors, or (C) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in
the corporation under the Delaware General Corporation Law."
In addition to the indemnification and exculpation provided by the
Company's Certificate and Bylaws, the Company has entered into an
indemnification agreement with each of its directors and officers. The
indemnification agreements provide that no director or officer shall have a
monetary liability of any kind in respect of the director's or officer's errors
or omissions in serving the Company or any of its subsidiaries, stockholders or
related enterprises, so long as such errors are not shown by clear and
convincing evidence to have involved: (i) any breach of the duty of loyalty to
such entities; (ii) any act or omission not in good faith or which involved
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intentional misconduct or a knowing violation of the law; (iii) any transaction
from which the director or officer derived an improper personal benefit; (iv)
any unlawful corporate distribution as defined in the DGCL; or (v) profits made
from the purchase and sale by the director or officer of securities of the
Company within the meaning of Section 16(b) of the Securities Exchange Act of
1934, as amended. Furthermore, regardless of the theory of liability asserted
and to the fullest extent permitted by law, no director or officer shall have
personal liability for (i) punitive, exemplary or consequential damages; (ii)
treble or other damages computed based upon any multiple of damages actually and
directly proved to have been sustained; (iii) fees of attorneys, accountants,
expert witnesses or professional consultants; or (iv) civil fines or penalties
of any kind or nature whatsoever.
The indemnification agreements also require the Company to indemnify
any director or officer who is a party to, or is threatened to be made a party
to, any proceeding, against all expenses, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by the director or officer in
connection with such proceeding, if the director or officer: (i) acted in good
faith and in a manner the director or officer reasonably believed was in or not
opposed to the best interests of the Company; and (ii) with respect to any
criminal proceeding, the director or officer also had no reasonably cause to
believe that his or her conduct was unlawful. In any proceeding charging a
director or officer with improper personal benefit to the director or officer,
the Company will indemnify the director or officer if the appropriate court
determines that the director or officer is fairly and reasonably entitled to
indemnification.
The indemnification agreements also provide indemnity to a director or
officer in proceedings brought by or in the right of the Company, as long as the
director or officer acted in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the
Company. If a director or officer is adjudged liable to the Company, he or she
will not be indemnified unless the appropriate court determines that the
director or officer is fairly and reasonably entitled to indemnification.
Notwithstanding the foregoing, the indemnification agreements indemnify
each director and officer to the fullest extent permitted by law with respect to
any proceeding against all expenses, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by the director or officer in
connection with any proceeding. The forms of indemnification agreements entered
into between the Company and its officers and directors have been filed with the
SEC and are incorporated by reference to the Company's Registration Statement on
Form S-1, as declared effective on July 11, 1994 (Registration No. 33-78852).
The Company maintains directors' and officers' liability insurance
under which the Company's directors and officers are insured against claims for
errors, neglect, breach of duty and other matters.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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The exhibits listed in the Index to Exhibits, which appears on page 16
herein, are filed as part of this Registration Statement.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or most recent post-effective amendment
thereto) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the above-referenced provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
[THIS SPACE IS INTENTIONALLY LEFT BLANK.]
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INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
4.1 Restated Certificate of Incorporation(1)
4.2 Amended and Restated Bylaws(1)
4.3 Form of Indemnification Agreements(1)
5.1 Opinion of Tonkon Torp LLP
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Tonkon Torp LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see Page 15)
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
------------------------
(1)Incorporated by reference to the Company's Registration Statement on
Form S-1, as declared effective on July 11, 1994 (Registration No. 33-78852).
