<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
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 Section240.14a-12
The Greenbrier Companies
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
[GREENBRIER COMPANY LOGO]
ONE CENTERPOINTE DRIVE
SUITE 200
LAKE OSWEGO, OREGON 97035
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 9, 2001
------------------------
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 9, 2001 at the Benson Hotel, 309
SW Broadway, Portland, Oregon, for the following purposes:
1. Electing two directors of the Company;
2. Considering and acting upon a proposal to change the state of
incorporation of the Company from Delaware to Oregon (the
"Reincorporation Proposal") by approving and adopting the Plan of Merger,
dated November 7, 2000 (the "Merger Agreement") among the Company and
Greenbrier Oregon, Inc., an Oregon corporation and wholly owned
subsidiary of the Company ("Greenbrier Oregon") pursuant to which:
- The Company will be merged with and into Greenbrier Oregon (the
"Merger"), with Greenbrier Oregon to be the surviving corporation;
- The corporate name Greenbrier Oregon will be changed to "The Greenbrier
Companies, Inc.";
- Each share of the Company's common stock, $0.001 par value, outstanding
at the effective time of the Merger will automatically be converted
into one share of common stock, without par value, of Greenbrier
Oregon, and stockholders of the Company will automatically become
stockholders of Greenbrier Oregon; and,
- The Articles of Incorporation and Bylaws of Greenbrier Oregon will
replace the Certificate of Incorporation and Bylaws of the Company.
3. Ratifying the appointment of Deloitte & Touche LLP as the Company's
independent auditors for 2001; and
4. 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 22, 2000 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 10 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 29, 2000
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
<PAGE>
THE GREENBRIER COMPANIES, INC.
ONE CENTERPOINTE DRIVE
SUITE 200
LAKE OSWEGO, OREGON 97035
------------------------
PROXY STATEMENT
2001 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 2001 Annual Meeting of Stockholders of the Company to be held
at 2:00 p.m. on January 9, 2001 at the Benson Hotel, 309 S.W. Broadway,
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 approval of the Reincorporation
Proposal, 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 or
electronic 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 29, 2000.
VOTING
Holders of record of the Company's Common Stock on November 22, 2000, will
be entitled to vote at the Annual Meeting or any adjournments or postponements
thereof. As of September 29, 2000, there were 14,171,732 shares of Common Stock
outstanding and entitled to vote, and a majority, or 7,085,867 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.
PROPOSAL NO. 1
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 2004, 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
<PAGE>
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 Board of Directors and each continuing director.
<TABLE>
<CAPTION>
EXPIRATION
DIRECTOR OF CURRENT
NAME AGE POSITIONS SINCE TERM
---- -------- --------------------------------- -------- ----------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION
Peter K. Nevitt(1)(2)............ 73 Director 1994 2001
A. Daniel O'Neal, Jr............. 64 Chairman of Autostack Corporation 1994 2001
and Director
DIRECTORS CONTINUING IN OFFICE
Victor G. Atiyeh(1)(2)........... 77 Director 1994 2002
Benjamin R. Whiteley(1)(2)....... 71 Director 1994 2002
Alan James(3).................... 70 Chairman of the Board of 1981 2003
Directors
William A. Furman(3)............. 56 President, Chief Executive 1981 2003
Officer and Director
C. Bruce Ward.................... 70 Chairman of Gunderson, Inc. and 1994 2003
Director
</TABLE>
------------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Messrs. James and Furman have entered into a Stockholders' Agreement
pursuant to which they have agreed to vote their shares together to elect
each other as a director of the Company. See information under the caption
Certain Relationships and Related Party Transactions elsewhere in this Proxy
Statement.
------------------------
2
<PAGE>
ALAN JAMES, 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. Prior to joining TransPacific, Mr. James was Senior Vice
President of Marketing for GATX-ARMCO-Boothe in San Francisco, California.
WILLIAM A. FURMAN, President, Chief Executive Officer and a Director.
Mr. Furman has also been Managing Director of TrentonWorks Limited since 1995
and was Chief Executive Officer of Gunderson, Inc. ("Gunderson") from 1990 to
2000. 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, a Director and Chairman of the Board of Directors of
Gunderson. Mr. Ward has served as Chairman of Gunderson since 1990 and was
President and Chief Executive Officer from 1985 to 1989. Mr. Ward serves as a
director of Stimson Lumber Company, a privately-held forest products company.
PETER K. NEVITT, Director. Mr. Nevitt was President and Chief Executive
Officer of Mitsui Nevitt Capital Corporation from its inception in 1988 through
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 is Chairman of Powertech Group,
a computer services company. He has been Chairman of Autostack Corporation since
1992 and a director of 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. From 1989 until 1996 he was Chief Executive
Officer and owner of a freight transportation services company. He has been
Chairman of Washington State's Freight Mobility Board since being appointed by
the Governor in 1998.
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. He is also on the board of
Key Knife in Tualatin, Oregon and Cedars Bank in Los Angeles, California.
BENJAMIN R. WHITELEY, Director. Mr. Whiteley is retired Chairman and Chief
Executive Officer of Standard Insurance Company, a life insurance company. He
served as President and Chief Executive Officer of Standard Insurance Company
from 1983 to 1993 and as Chairman and Chief Executive Officer from 1992 to 1994.
He served as Chairman of the Board from 1993 to 1998. Mr. Whiteley is a director
of Northwest Natural, a utility company, and Willamette Industries, Inc., a
forest products company.
During the year ended August 31, 2000, 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.
Messrs. Atiyeh, Nevitt and Whiteley are the members of the Audit and
Compensation Committees of the Board of Directors. Each of the Audit and
Compensation Committees held four meetings during the year ended August 31,
2000. The reports of both Committees for the year, together with the Charter of
the Audit Committee, are included in this Proxy Statement.
3
<PAGE>
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 an annual retainer of $24,000 and a meeting
fee of $1,000 per meeting, plus reimbursement of expenses. In addition, each
director other than Messrs. James and Furman will receive, immediately following
each annual meeting of stockholders, a five-year option to purchase 2,500 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
2000, the Company awarded Messrs. Atiyeh, Nevitt, O'Neal, Ward and Whiteley each
an option to purchase 2,500 shares of the Company's Common Stock at $8.75 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 year ended August 31, 2000, Mr. Nevitt
received consulting fees aggregating $60,000.
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
2000 aggregated $338,000. In addition, the Partnership paid the Company fees of
$75,000 in 2000 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.
A. DANIEL O'NEAL EMPLOYMENT AGREEMENT. Mr. O'Neal has entered into an
employment agreement with the Company. The agreement provides for a three year
term beginning October 1, 1998 and a base annual compensation, which is
presently $75,000.
INDEBTEDNESS OF MANAGEMENT. Since the beginning of the Company's last
fiscal year, no director or executive officer of the Company has been indebted
to the Company or its subsidiaries in an amount in excess of $60,000 except that
L. Clark Wood, President of the Company's manufacturing operations is indebted
to Gunderson, Inc. in the amount of $300,000 under the terms of a promissary
note payable upon demand and secured by a mortgage on Mr. Wood's residence. The
note does not bear interest.
4
<PAGE>
OPTION ON PROPERTIES. The Company has granted Messrs. James and Furman a
10-year option to purchase three parcels of residential real estate owned by the
Company and adjacent to property presently owned by Mr. Furman at a purchase
price equal to the greater of the Company's adjusted basis in the properties or
fair market value, as determined by an independent appraiser selected by the
Company. The option expires in July 2004. The option also includes a right of
first refusal in favor of Messrs. James and Furman in the event the Company
desires to sell the properties to a third party.
POLICY. It is the Company's policy that all proposed transactions by the
Company with directors, officers, five percent stockholders and their affiliates
be entered into only if such transactions are on terms no less favorable to the
Company than could be obtained from unaffiliated parties, are reasonably
expected to benefit the Company and are approved by a majority of the
disinterested, independent members of its Board of Directors.
EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the years ended August 31, 2000, 1999
and 1998, compensation information with respect to the Company's (a) Chief
Executive Officer and (b) each of the four other most highly compensated
executive officers (collectively, "Named Executive Officers"), based on the
salary and bonus earned during 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
----------------------------------------- UNDERLYING
OTHER ANNUAL OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS(1)($) COMPENSATION($) SARS(2)(#) COMPENSATION($)
--------------------------- -------- --------- ----------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Alan James.................. 2000 240,000 400,000 -- -- 23,266
Chairman of the Board 1999 240,000 594,140 -- -- --
1998 240,000 700,000 -- -- --
William A. Furman........... 2000 480,000 400,000 -- -- 84,963(3)
President and Chief 1999 480,000 594,140 -- -- 31,961(3)
Executive Officer 1998 480,000 700,000 -- -- 2,500(3)
L. Clark Wood............... 2000 210,000 200,000 -- 25,000 256,386(4)
President, Manufacturing 1999 200,000 250,000 -- 25,000 212,186(4)
Operations 1998 181,250 245,000 -- -- 136,451(4)
Robin D. Bisson............. 2000 200,000 224,620 -- 25,000 96,044(5)
Sr. Vice President 1999 175,000 287,360 -- 25,000 80,899(5)
1998 160,000 255,000 -- -- 65,945(5)
Norriss M. Webb............. 2000 184,000 150,000 -- 25,000 324,441(6)
Executive Vice President 1999 175,000 200,000 -- 25,000 282,479(6)
and General Counsel 1998 165,000 200,000 -- -- 225,751(6)
</TABLE>
--------------------------
(1) Includes bonuses paid during the year or paid during the subsequent year
but attributable to the year indicated.
(2) Grants of incentive stock options pursuant to the Company's 1994 and 2000
Stock Incentive Plans.
(3) Includes the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Furman; $2,625 in 2000, $2,500 in
1999, and $2,500 in 1998. Also, $58,876 in 2000 and $29,461 in 1999
represents the benefit to Mr. Furman for payments of the annual premium
pursuant to a split dollar life insurance policy.
5
<PAGE>
(4) Includes the Company's contributions to the Greenbrier Leasing Corporation
Deferred Benefit Plan for the benefit of Mr. Wood; $232,000 in 2000,
$204,000 in 1999 and $130,000 in 1998, including a cash payment made on
behalf of Mr. Wood to cover the estimated tax liability resulting from the
contribution; matching contributions to the Greenbrier 401(k) Profit Sharing
Plan for the benefit of Mr. Wood; $2,625 in 2000, $2,500 in 1999 and $2,500
in 1998; and $7,898 in 2000, $5,686 in 1999 and $3,951 in 1998 representing
the benefit to Mr. Wood for payments 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) Includes the Company's contributions to the Greenbrier Leasing Corporation
Deferred Benefit Plan for the benefit of Mr. Bisson; $72,000 in 2000,
$64,000 in 1999 and $56,000 in 1998, including a cash payment made on behalf
of Mr. Bisson to cover the estimated tax liability resulting from the
contribution; matching contributions to the Greenbrier 401(k) Profit Sharing
Plan for the benefit of Mr. Bisson; $2,767 in 2000, $2,358 in 1999 and
$2,500 in 1998; and $19,006 in 2000, $14,541 in 1999 and $7,445 in 1998
representing the benefit to Mr. Bisson for payments 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) Includes the Company's contributions to the Greenbrier Leasing Corporation
Deferred Benefit Plan for the benefit of Mr. Webb; $298,000 in 2000,
$272,000 in 1999 and $220,000 in 1998, including a cash payment made on
behalf of Mr. Webb to cover the estimated tax liability resulting from the
contribution; matching contributions to the Greenbrier 401(k) Profit Sharing
Plan for the benefit of Mr. Webb; $2,949 in 2000, $2,354 in 1999 and $2,508
in 1998; and $11,949 in 2000, $8,125 in 1999 and $3,243 in 1998 representing
the benefit to Mr. Webb for payments of the annual premium pursuant to a
split dollar life insurance policy. The benefit is measured based on the
term insurance value of the life insurance purchased and a factor for lost
interest on the premiums advanced. The Company will be reimbursed for its
payments from the proceeds of the life insurance policy in the event of
Mr. Webb's death, termination of employment or cancellation or surrender of
the policy.
The following table sets forth certain information regarding options granted
in 2000 to the Named Executive Officers:
2000 OPTION GRANTS
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME GRANTED(1) 2000 ($/SH) DATE 5%($) 10%($)
---- ---------- ------------ -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Alan James........................ -- -- -- -- -- --
William A. Furman................. -- -- -- -- -- --
L. Clark Wood..................... 25,000 9.52% 8.68 12/31/07 103,697 248,373
Robin D. Bisson................... 25,000 9.52% 8.68 12/31/07 103,697 248,373
Norriss M. Webb................... 25,000 9.52% 8.68 12/31/07 103,697 248,373
</TABLE>
------------------------------
(1) No shares may be purchased within the first two years following the
effective date of the award. Up to one half of the subject shares may be
purchased beginning two years following the effective date of the award. All
or any of the subject shares may be purchased at any time beginning five
years following the date of the award until expiration of the option.
6
<PAGE>
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, 2000. The Named Executive Officers exercised no options during the
year ended August 31, 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT YEAR-END OPTIONS AT YEAR-END($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Alan James..................................... -- -- -- --
William A. Furman.............................. -- -- -- --
L. Clark Wood.................................. 20,000 54,000 -- --
Robin D. Bisson................................ 27,625 55,000 $51,000 --
Norriss M. Webb................................ 27,000 55,000 $51,000 --
</TABLE>
------------------------------
(1) Calculated based upon the difference between the exercise price and the
price of a share of the Company's Common Stock on August 31, 2000. The
closing price on the New York Stock Exchange of the Common Stock of the
Company on August 31, 2000 was $8.25.
EMPLOYMENT AGREEMENTS AND 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 the Company. The
principal terms of such employment agreement are described in Certain
Relationships and Related Party Transactions.
Messrs. Wood, Bisson and 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
<PAGE>
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 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 Bylaws. 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 Stock Incentive
Plans and administering the Plans; consulting with the Board of Directors of
Greenbrier Leasing Corporation regarding awards under Greenbrier Leasing
Corporation'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
2000 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 that 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 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, management makes specific bonus allocations to employees.
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 AND OF CHAIRMAN OF THE BOARD OF
DIRECTORS
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. During 2000, Messrs. Furman and James received base salaries of
$480,000 per year and $240,000 per year, respectively.
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In addition to base salary, Messrs. Furman and James are entitled to receive
annual cash bonuses which are based upon 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 Corporation achieved a return on defined
stockholders' equity for the year ending August 31, 2000 of 10.66%. Accordingly,
pursuant to the terms of the agreements, each of Messrs. James and Furman is
entitled to an aggregate bonus of $333,114 for the year ended August 31, 2000.
Additionally, in view of the results achieved by the Company during the fiscal
year under difficult market conditions, including increasing the Company's
market share in declining markets and increasing its order backlog at times in
which the backlogs of competitors have uniformly declined, coupled with
implementing cost cutting measures, the Committee recommended a discretionary
bonus to each of Messrs. James and Furman in the amount of $66,886 in addition
to the formula amounts determined under the employment agreements.
STOCK INCENTIVE PLANS
Pursuant to the 1994 Stock Incentive Plan (the "1994 Plan"), the Company
reserved an aggregate of 1,380,000 shares of its Common Stock for grants of
incentive stock options, non-qualified stock options and restricted stock awards
to officers, directors, employees and consultants. The Compensation Committee
administers the 1994 Plan. The Company has granted options for substantially all
of the shares reserved under the 1994 Plan. No options were awarded under the
1994 Plan during 2000.
During 2000, the Committee recommended, and the Board of Directors and
stockholders approved, adoption of a new Stock Incentive Plan--2000 (the "2000
Plan"), pursuant to which an aggregate of 1,000,000 shares of Common Stock were
reserved for grants of incentive stock options, non-qualified stock options and
restricted stock awards to officers, directors, employees and consultants. The
Compensation Committee administers the 2000 Plan. Neither the President and
Chief Executive Officer nor the Chairman of the Board of Directors is eligible
to be awarded incentive stock options or Eligible Director Options under the
2000 Plan. Concurrently with adoption of the 2000 Plan, the 1994 Plan was
amended to provide that shares previously reserved for awards under the 1994
Plan will not be available for future awards in the event an award lapses or the
rights of the holder terminate. In 2000, the Company awarded options to purchase
an aggregate of 262,500 shares of its common stock under the 2000 Plan,
including non-discretionary awards to each Eligible Director of options to
purchase 2,500 shares of common stock at an exercise price of $8.68 per share.
JAMES-FURMAN SUPPLEMENTAL 1994 STOCK OPTION PLAN
In 1994 Messrs. Alan James and William Furman established the James-Furman
Supplemental 1994 Stock Option Plan (the "James-Furman Plan"). Under the
James-Furman Plan, options to purchase an aggregate of 60,000 shares of the
Company's common stock, owned personally by Messrs. James and Furman, were
awarded to a small group of long-standing employees of the Company and its
affiliates. The exercise price of options under the James-Furman Plan is $4.00
per share and options under the Plan are not entitled to treatment as incentive
stock options under the Internal Revenue Code. The James-Furman Plan is
administered by the Compensation Committee. In 2000, the Committee recommended,
and the Board of Directors authorized, that management of the Company be
authorized to pay discretionary cash bonuses equal to 50 percent of the income
estimated to have been realized by holders of James-Furman options upon the
exercise of such options to partially defer the income tax effects of exercise.
During the year 2000, $11,680 in bonuses were disbursed pursuant to the
authority so conferred.
9
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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 year ended August 31,
2000, the Company's matching contributions under the Stock Purchase Plan
aggregated $38,246.
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.
The matching contribution is presently established at 25% of employee deferrals
and contributions for all participants and an additional 10 percent for eligible
savers who are not highly compensated. 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.
DEFERRED BENEFIT PLAN
The Board of Directors of Greenbrier Leasing Corporation, upon consultation
with the Compensation Committee, administers the Greenbrier Leasing Corporation
Deferred Benefit Plan. The Deferred Benefit Plan provides for supplemental
non-qualified deferred compensation for certain executives of Greenbrier Leasing
Corporation. Contributions to the Deferred Benefit Plan are made by January 31
of each year for the prior year and are based upon the consolidated earnings of
the Company. For 1999, $1,020,000 was contributed to the Deferred Benefit Plan.
The contribution for 2000 has not yet been determined. 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 percent
combined federal, state and local tax bracket. Upon a change of control (as
defined), the Company 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 7, 2000
Peter K. Nevitt
Victor G. Atiyeh
Benjamin R. Whiteley
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REPORT OF THE AUDIT COMMITTEE
Board of Directors
The Greenbrier Companies, Inc.
The Audit Committee of the Board of Directors is established pursuant to the
Company's Amended and Restated Bylaws and the Audit Committee Charter adopted by
the Board of Directors on April 4, 2000. A copy of the Audit Committee Charter
is attached to the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held on January 9, 2001.
Management is responsible for the Company's internal controls and the
financial reporting process. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America and for issuing a report thereon. The Audit Committee's
responsibility is generally to monitor and oversee these processes, as described
in the Audit Committee Charter.
The members of the Audit Committee are Peter K. Nevitt, Victor G. Atiyeh and
Benjamin R. Whiteley (Chairman). Each member of the Audit Committee is
independent in the judgment of the Company's Board of Directors and as required
by the listing standards of the New York Stock Exchange ("NYSE"). Members of the
Audit Committee are normally appointed at the annual meeting of the Board of
Directors in January of each year. In April 2000, the Board of Directors
reconfirmed appointment of members of the Audit Committee, following the
effective date of amendments to rules of the Securities and Exchange Commission
("Commission") and the NYSE.
With respect to the year ended August 31, 2000, in addition to its other
work, the Audit Committee:
- Reviewed, and recommended to the Board of Directors adoption of, the Audit
Committee Charter;
- Reviewed and discussed with the Company's management and the independent
auditors the audited financial statements of the Company as of August 31,
2000 and for the year then ended;
- Discussed with the independent auditors the matters required to be
discussed by auditing standards generally accepted in the United States of
America; and
- Received from the independent auditors written affirmation of their
independence required by Independence Standards Board Standard No. 1 and
discussed with the auditors the firm's independence.
Based upon the review and discussions summarized above, together with the
Committee's other deliberations and Item 8 of Commission Form 10-K, the
Committee recommended to the Board of Directors that the audited financial
statements of the Company, as of August 31, 2000 and for the year then ended, be
included in the Company's Annual Report on Form 10-K for the year ended
August 31, 2000 for filing with the Commission.
November 7, 2000
Peter K. Nevitt
Victor G. Atiyeh
Benjamin R. Whiteley
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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
August 31, 1995 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, 2000, the end of
the Company's 2000 year.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG THE GREENBRIER COMPANIES, INC., THE S&P 500 INDEX
AND THE DOW JONES TRANSPORTATION EQUIPMENT INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
D J TRANSPORTATION
<S> <C> <C> <C>
GREENBRIER COS INC S & P 500 EQUIPMENT
8/95 $100.00 $100.00 $100.00
8/96 $90.28 $118.73 $99.62
8/97 $104.45 $167.00 $193.56
8/98 $127.32 $180.51 $147.87
8/99 $89.58 $252.40 $228.40
8/00 $72.53 $293.59 $201.31
</TABLE>
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STOCKHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of October 1, 2000, 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS(1)
------------------------------------ ----------------- ----------
<S> <C> <C>
Alan James.................................................. 8,627,950(2) 60.1%(2)
200 One Centerpointe Drive
Lake Oswego, Oregon 97035
William A. Furman........................................... 8,627,950(2) 60.1%(2)
200 One Centerpointe Drive
Lake Oswego, Oregon 97035
Victor G. Atiyeh............................................ 4,550(3) (4)
Peter K. Nevitt............................................. 9,250(3) (4)
A. Daniel O'Neal, Jr........................................ 22,752(3) (4)
C. Bruce Ward............................................... 9,875(3) (4)
Benjamin R. Whiteley........................................ 9,250(3) (4)
Robin D. Bisson............................................. 32,930(3) (4)
Norriss M. Webb............................................. 30,831(3) (4)
L. Clark Wood............................................... 31,800(3) (4)
All directors and executive officers as a group (13
persons).................................................. 8,841,988(3) 61.6%
Dimensional Fund Advisors Inc............................... 1,015,100(5) 7.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
------------------------------
(1) Calculated based on number of outstanding shares as of September 29, 2000,
which is 14,171,732, plus the total number of shares of which the reporting
person has the right to acquire beneficial ownership within 60 days
following October 1, 2000.
(2) The shares shown as beneficially owned include 4,313,975 shares held by
Mr. Furman, and 4,313,975 shares held by Mr. James which, pursuant to the
terms of a Stockholders' Agreement, are required to 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.
(3) The shares shown as stock options beneficially owned include 4,250 shares
for Mr. Atiyeh, 4,250 shares for Mr. Nevitt, 17,475 shares for Mr. O'Neal,
7,375 shares for Mr. Ward, 2,250 shares for Mr. Whiteley, 28,125 shares for
Mr. Bisson, 27,500 shares for Mr. Webb, 31,500 shares for Mr. Wood and
179,225 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, 2000.
(4) Less than one percent.
(5) This information is based upon the Schedule 13G filed with the Securities
and Exchange Commission by Dimensional Fund Advisors Inc. dated
February 2, 2000. The reporting person states that beneficial ownership is
on behalf of managed accounts of which it serves as investment manager. The
reporting person disclaims beneficial ownership of the shares.
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 10 percent of a registered
class of the Company's equity securities, to file
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<PAGE>
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 10 percent beneficial owners are required by
Commission regulations to furnish the Company with copies of all forms they file
pursuant to Section 16(a). In reviewing the Forms 4 filed by Messrs. Alan James
and William Furman reflecting the exercise by a former employee of the Company
of stock options granted pursuant to the James-Furman Supplemental 1994 Stock
Option Plan, the Company has noted that the Forms 4 were filed in August, rather
than in June, 2000.
PROPOSAL NO. 2
PROPOSAL TO CHANGE THE STATE OF INCORPORATION
FROM DELAWARE TO OREGON
At the annual meeting, stockholders will consider and vote upon a proposal
to change the state of incorporation of the Company from Delaware to Oregon (the
"Reincorporation Proposal") by adoption of the Plan of Reorganization and
Agreement of Merger (the "Merger Agreement"), attached as Exhibit A to this
Proxy Statement. The Merger Agreement provides for the merger (the "Merger") of
the Company into Greenbrier Oregon, Inc. ("Greenbrier Oregon"). Greenbrier
Oregon is a wholly owned subsidiary of the Company formed under the laws of
Oregon solely for the purpose of reincorporating the Company in Oregon.
Prior to the Merger, Greenbrier Oregon will have no operating history,
assets, or liabilities. At the Effective Time of the Merger (as defined in the
Merger Agreement), the name of Greenbrier Oregon will be changed to "THE
GREENBRIER COMPANIES, INC." After the Effective Time, the Company will be
governed by the Articles of Incorporation and Bylaws of Greenbrier Oregon, which
are substantially similar to the governing documents of Greenbrier Delaware,
except as described in this Proxy Statement. The Merger will not change the
business or management of the Company.
The following discussion summarizes certain aspects of the Reincorporation
Proposal. This summary is not intended to be complete and is qualified in its
entirety by reference to the Merger Agreement (Exhibit A) and to Greenbrier
Oregon's Articles of Incorporation (the "Articles of Incorporation"), attached
hereto as Exhibit B.
GENERAL
The proposed Reincorporation will be accomplished by merging the Company
("Greenbrier Delaware") into Greenbrier Oregon. Concurrent with the merger,
Greenbrier Oregon will amend its Articles of Incorporation to change its name
from Greenbrier Oregon, Inc. to The Greenbrier Companies, Inc.
Pursuant to the Merger Agreement, at the Effective Time each outstanding
share of the Company's Common Stock, par value of $0.001 per share ("Delaware
Common Stock"), will automatically be converted into one share of Common Stock,
without par value, of Greenbrier Oregon ("Oregon Common Stock"). Each
outstanding certificate representing shares of Delaware Common Stock will
continue to represent the same number of shares of Oregon Common Stock. IT WILL
NOT BE NECESSARY FOR STOCKHOLDERS TO EXCHANGE EXISTING DELAWARE STOCK
CERTIFICATES FOR OREGON STOCK CERTIFICATES.
Approval of the Reincorporation Proposal will effect a change in the legal
domicile of the Company and certain other changes described in this Proxy
Statement. Reincorporation of the Company will not, in and of itself, result in
any change in the name, business, management, or location of the principal
executive offices, assets or liabilities of the Company. The Greenbrier Oregon
Board of Directors will be comprised of the seven individuals who presently
serve as directors of Greenbrier Delaware. Each of the officers of Greenbrier
Oregon is currently serving as an officer of Greenbrier Delaware.
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The Company's Dividend Reinvestment Plan, 1994 Stock Incentive Plan, 1995
Employee Share Purchase Plan, and Stock Incentive Plan--2000 (the "Plans") will
be continued by Greenbrier Oregon, and each option or other right to purchase
Greenbrier Delaware's Common Stock issued pursuant to the Plans will
automatically be converted into an option or right to purchase the same number
of shares of Greenbrier Oregon Common Stock, upon the same terms and subject to
the same conditions as set forth in the Plans. Greenbrier Delaware's other
employee benefit plans and arrangements will be continued by Greenbrier Oregon
upon the terms and subject to the conditions currently in effect.
The Company's Common Stock will continue to be traded on the New York Stock
Exchange without interruption under the same symbol (GBX) as at present.
Delivery of Greenbrier Delaware Common Stock certificates will continue to
constitute "good delivery" for transactions following the Merger.
Greenbrier Oregon will succeed to all the assets and liabilities of the
Company. The stated purposes of Greenbrier Oregon, as set forth in its Articles
of Incorporation, will permit the Company in the future to enter into any lawful
business activity, with such power and authority as is equivalent to the
Company's current status under the Delaware General Corporation Law ("DGCL") and
the Company's present Restated Certificate of Incorporation. Reincorporation
will not change the financial condition of the Company and will involve only the
Company and a wholly-owned subsidiary formed for the sole purpose of the
Reincorporation.
If stockholders approve the Proposal, the Reincorporation will be
consummated at such time as the Boards of Directors of Greenbrier Delaware and
Greenbrier Oregon determine is advisable. The Merger will take effect on the
date upon which the Merger Agreement is filed with the offices of the
Secretaries of State of the States of Oregon and Delaware, which filing is
anticipated to be as soon as practicable after approval of the Merger Agreement
by the stockholders of Greenbrier Delaware.
Approval of the Reincorporation Proposal requires the affirmative vote of
the holders of a majority of the Company's outstanding Common Stock.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS APPROVE THE
REINCORPORATION PROPOSAL.
PURPOSES OF THE REINCORPORATION
The Board of Directors of the Company believes that the best interests of
the Company and its stockholders will be served by changing the Company's state
of incorporation from Delaware to Oregon. Operating as an Oregon corporation
will provide the Company with certain advantages over operating as a Delaware
corporation, including significant savings in government fees.
The Board of Directors and management of the Company are committed to
supporting the Oregon business community and economic growth of both the Company
and the State of Oregon. The Company's headquarters (and those of its
subsidiaries Gunderson, Inc., Greenbrier Leasing Corporation and Gunderson Rail
Services, Inc.) are located in Oregon and many of its employees are Oregon
residents. In addition, the franchise tax and related fees that the Company pays
as a Delaware corporation (and fees for qualifying to do business as a foreign
corporation in the State of Oregon) are significantly higher than comparable
fees for an Oregon corporation. Management estimates that, in addition to other
efficiencies, the Reincorporation will result in savings of license fees alone
aggregating approximately $150,000 per year.
COMPARISON OF OREGON AND DELAWARE CORPORATION LAWS
As an Oregon corporation, Greenbrier Oregon will be governed by the Oregon
Business Corporation Act ("OBCA"). Greenbrier Delaware is a Delaware corporation
and is governed by the DGCL. Because of differences in the corporation laws of
Oregon and Delaware, the rights of the Company's stockholders will change in
certain respects as a result of the proposed Reincorporation. The following
discussion is a
15
<PAGE>
summary of material changes in the rights of stockholders following the
Reincorporation. The summary is qualified in its entirety by reference to the
relevant provisions of the OBCA and the DGCL and to the provisions of the
Articles of Incorporation attached to this Proxy Statement.
SPECIAL MEETINGS OF STOCKHOLDERS
DELAWARE. Both the DGCL and the OBCA require corporations to hold an annual
meeting of stockholders. Under DGCL, special meetings of stockholders may be
called only by the board of directors or by persons authorized in the
certificate or incorporation or the bylaws. The Restated Bylaws of Greenbrier
Delaware provide that only the President or a majority of the entire board of
directors may call a special meeting of stockholders.
OREGON. Under the OBCA, a special meeting of stockholders may be called by
the (1) board of directors; (2) by persons authorized in the articles of
incorporation or the bylaws; (3) or by holders of at least 10 percent of the
voting stock.
STOCKHOLDER VOTING
Unless otherwise provided in the certificate or articles of incorporation,
each stockholder is entitled to one vote for each share of capital stock held by
that stockholder. Delaware and Oregon law differ with respect to entitlement of
stockholders to vote as separate voting groups.
DELAWARE. Delaware also allows holders of outstanding shares of a class or
series of stock to vote as a separate voting group on an amendment to the
certificate of incorporation, if the amendment would: (1) increase or decrease
the aggregate number of authorized shares of the class; (2) increase or decrease
the par value of the shares of the class; or (3) alter or change the powers,
preferences or special rights of the shares of the class so as to affect them
adversely.
OREGON. The OBCA allows holders of outstanding shares of a class to vote as
a separate voting group on an amendment to the articles of incorporation, if the
amendment would: (1) exchange or reclassify shares of one class into shares of
another class; (2) exchange or reclassify, or create the right of exchange for,
shares of another class into shares of the class; (3) create a new class of
shares having rights or preferences with respect to distributions or dissolution
that are prior, superior or substantially equal to the shares of the class;
(4) increase the rights, preferences or number of authorized shares of any class
that, after giving effect to the amendment, have rights or preferences with
respect to distributions or to dissolution that are prior, superior, or
substantially equal to the shares of the class; (5) limit or deny an existing
preemptive right of the shares of the class; or (6) cancel or otherwise affect
the rights to distributions or dividends that have accumulated but not yet been
declared. Oregon also permits separate voting groups on a plan of merger or
share exchange, unless the articles of incorporation provides otherwise.
STOCKHOLDER ACTION WITHOUT A MEETING
The DGCL authorizes stockholder action without a meeting if consents are
received from holders of a MAJORITY of the outstanding shares. However, the
rules of the New York Stock Exchange prohibit the Company from use of the
Delaware majority consent provision. Under the OBCA, stockholder action without
a meeting requires unanimous written consent.
STATE ANTI-TAKEOVER PROVISIONS
Delaware and Oregon place differing restrictions on acquisition of control
of corporations incorporated in the state.
16
<PAGE>
DELAWARE. Under DGCL, a person who wishes to become an "interested
stockholder" (defined below) of a corporation must obtain the approval of a
corporation's board of directors before it acquires its interest. Otherwise the
person will be prohibited from entering into certain transactions ("business
combinations") with the corporation for a three-year period (the "Business
Combination Law"). An "interested stockholder" is a beneficial owner of
15 percent or more of the voting power of the corporation. Affiliates and
associates of an interested stockholder are included within the definition, and
shares held by affiliates and associates are counted in determining whether the
15 percent threshold will be exceeded.
Prohibited business combinations include the following transactions with, or
for the benefit of, the interested stockholder: (1) mergers or consolidations,
(2) certain sales, leases, exchanges, mortgages, pledges, transfers or other
disposition of assets, (3) issuances of stock (subject to certain exceptions),
or (4) loans, guaranties or other financial benefits. Transactions in which the
interested stockholder participates proportionately as a stockholder of the
target corporation are generally excluded from the moratorium effect of the
statute.
The primary exceptions to the Delaware Business Combination Law are:
(1) acquiring 85 percent or more of the target corporation's outstanding voting
stock in a single transaction (excluding shares owned by "officers-directors"
and employee stock plans) or (2) obtaining approval of the proposed transaction
by BOTH the corporation's board of directors and the holders of two-thirds of
the corporation's outstanding voting stock, excluding shares owned by interested
stockholder.
OREGON. Corporations which do not expressly "opt out" of the Oregon Control
Share Act ("CSA") are subject to its provisions. Greenbrier Oregon has not opted
out of the CSA. Under the CSA, a person, who acquires "Control Shares" acquires
the voting rights with respect to such control shares only to the extent granted
by a majority of the preexisting, disinterested stockholders of the corporation.
"Control Shares" are shares acquired in an acquisition that would, when added to
all other shares held by the acquiring person, bring such person's total voting
power (but for the CSA) to or above any of three threshold levels: 20 percent,
331/3 percent or 50 percent of the total outstanding voting stock. A "control
share acquisition" is an acquisition of ownership or the power to direct voting
of control shares.
Control shares acquired within 90 days of, and control shares acquired
pursuant to a plan to make a control share acquisition, are considered to have
been acquired in the same transaction. Contrary to the DGCL, the provisions of
the CSA apply equally to transactions approved or opposed by the corporation's
board of directors. Shares acquired pursuant to a merger are not subject to the
restriction on voting rights under the CSA.
DIVIDENDS, DISTRIBUTIONS AND STOCK REPURCHASES
DELAWARE. Under DGCL, corporations may pay dividends out of surplus and, if
there is no surplus, out of net profits for the current and/or the preceding
fiscal year, unless the net assets of the corporation are less than the capital
represented by issued and outstanding stock having a preference on asset
distributions. Surplus is defined under DGCL as the excess of the net assets
over capital, as such capital may be adjusted by the board of directors.
Delaware corporations may repurchase their own shares of any class except
when their capital is impaired or would be impaired by such purchase. A
corporation may, however, repurchase its capital shares that are entitled upon
any distribution of its assets to a preference over another class or series of
its stock if the repurchased shares are to be retired and the corporation's
capital reduced.
OREGON. The OBCA prohibits distributions (including dividends) to
stockholders unless, after giving effect to such distribution, (1) the
corporation would be able to pay its debts as they become due in the usual
course of business, and (2) the corporation's total assets would be at least
equal to the sum of its total liabilities plus, unless the articles of
incorporation provide otherwise, the amount that would be needed if
17
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the corporation were to be dissolved at the time of the distribution, to satisfy
the preferential rights upon dissolution of shares with preferential rights
superior to those receiving the distribution.
The Company does not presently have outstanding any class or series of
capital stock having preferential rights and has no present plans for issuance
of such a class or series.
PAYMENT FOR STOCK
Under both Delaware and Oregon law, unless the power is reserved to the
stockholders in the certificate or articles of incorporation, shares of capital
stock may be issued for such consideration as is determined by the board of
directors. Under Delaware Law, corporations may issue stock for cash, services
rendered, personal property, real property, leases of real property, or a
combination thereof. The OBCA permits shares to be issued for the foregoing
consideration and, in addition, for contracts for services to be performed in
the future or for other securities of the corporation.
INDEMNIFICATION OF DIRECTORS AND OFFICERS--ADVANCEMENT OF EXPENSES
Both Delaware and Oregon law permit indemnification of officers and
directors from expenses and losses arising out of litigation arising by reason
of the officer or director's service to the corporation or to another entity at
its request, including, in certain circumstances, litigation by or in the right
of the corporation. Both provide for mandatory indemnification in the event the
officer or director is successful in defending the litigation and, under certain
circumstances, that the corporation may advance expenses to the officer or
director prior to conclusion of the litigation.
DELAWARE. Under DGCL corporations may indemnify any person made a party to
any third-party action or proceeding by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or was serving in
a similar capacity for another corporation at the corporation's request, as long
as that person: (1) has acted in good faith; (2) has acted in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation; and (3) in the case of criminal proceedings, had no reasonable
cause to believe that his or her conduct was unlawful. Corporations may not
indemnify a person in connection with a proceeding by or in the right of the
corporation in which the person was adjudged liable to the corporation. However,
a corporation must indemnify an officer or director "to the extent" the person
is successful in defending himself or herself.
Corporations may advance expenses to officers and directors upon receipt of
an undertaking by or on behalf of the person to repay advanced expenses if it is
ultimately determined that the party is not entitled to be indemnified by the
corporation. In such circumstances, the DGCL does not require that the
undertaking be secured or that the corporation make a determination of ability
to repay.
OREGON. The OBCA is substantially similar to Delaware with respect to
indemnification and advancement of expenses, except that Oregon: (1) prohibits
indemnification of a person in connection with an action charging the improper
receipt of personal benefit; (2) the indemnified party receiving an advance of
expenses must also furnish an affirmation of good faith belief that he or she
has met the standard of conduct required by the OBCA; and (3) the OBCA provides
for mandatory indemnification when the indemnified party is "wholly successful."
LIMITED LIABILITY OF DIRECTORS
DELAWARE. The DGCL permits corporations to adopt charter provisions
limiting or eliminating certain monetary liability of directors to the
corporation or its stockholders. However, the DGCL does not permit limitation of
the liability of a director for:
- breaching the duty of loyalty to the corporation or its stockholders;
- failing to act in good faith;
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- engaging in intentional misconduct or a known violation of law;
- obtaining an improper personal benefit from the corporation; or
- paying a dividend or approving a stock repurchase in violation of Delaware
law.
OREGON. The OBCA contains similar provisions limiting the liability of
corporate directors. The Oregon statute differs from the Delaware statute,
however, in that Delaware, by its terms, provides for limited liability for
"BREACH OF FIDUCIARY DUTY AS A DIRECTOR," whereas Oregon permits limited
liability for any "CONDUCT AS A DIRECTOR" other than a breach of the director's
duty of loyalty.
DIRECTORS' DUTY IN RESPONSE TO TAKEOVER ATTEMPTS
DELAWARE. In Delaware, directors' defensive actions with respect to
takeover attempts are protected by the business judgment rule, as long as a
two-part test is satisfied. The test requires that; (1) the board show
reasonable grounds for belief in a danger to corporate policy and effectiveness,
and (2) the defensive measures taken are reasonable in relation to the threat
posed. The second feature of the test requires an analysis of the nature of the
takeover bid and its effect on the corporate enterprise. Directors are
authorized to consider a series of factors including:
- inadequacy of the price offered;
- the nature and timing of the offer;
- questions of illegality;
- the impact on "constituencies" other than stockholders (I.E., creditors,
customers, employees, and, perhaps, the community in general);
- the risk of non-consummation; and
- the quality of any securities being offered in exchange.
Under developing Delaware case law, once a corporation determines to
consider a change of control, it may be considered inappropriate for the board
of directors to consider non-stockholder interests. Recent Delaware cases impose
a duty on the board of directors in some circumstances to seek the highest price
once a determination has been made that control will change.
OREGON. In responding to a takeover attempt, Oregon's statutes expressly
allow directors to consider constituencies other than stockholders. In assessing
such a proposal, directors may consider the social, legal and economic effects
on: (1) the corporation's employees, customers and suppliers; (2) the
communities and geographical areas in which the corporation operates; (3) the
economy of the state and nation; and (4) the short-term and long-term interests
of the corporation and its stockholders and the possibility that these interests
may be best served by the continued independence of the corporation.
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CONFLICT OF INTEREST TRANSACTIONS
Delaware and Oregon have similar provisions governing transactions between
the corporation and a director or person in which a director has an interest.
Under both the OBCA and the DGCL, a quorum of disinterested directors has the
power, by majority vote, to ratify a contract or transaction in which a director
has an indirect or direct interest.
AUTHORITY OF BOARD COMMITTEES
Both Delaware and Oregon empower corporate boards of directors to delegate
to committees of the board significant responsibilities.
DELAWARE. The DGCL does not permit delegation to a committee of: (1) the
authority to adopt, amend or repeal any bylaw of the corporation or
(2) approve, adopt or recommend to stockholders any action or matter which must
be submitted to the stockholders.
OREGON. The OBCA permits a board committee to generally exercise the full
authority of the board of directors, EXCEPT the authority to: (1) authorize
distributions; (2) approve or submit to stockholders any action requiring
stockholder approval; (3) fill vacancies on the board of directors or any of its
committees; (4) amend the articles of incorporation; (5) adopt, amend or repeal
bylaws; (6) approve a plan of merger not requiring stockholder approval;
(7) authorize or approve reacquisition of shares, except as authorized by the
board; (8) authorize or approve issuance or sale of shares, or determine the
designation, rights, preferences or limitations of a class or series of shares,
except as authorized by the full board of directors.
STOCKHOLDER DERIVATIVE SUITS
DELAWARE. The DGCL requires that the stockholder bringing a derivative suit
have been a stockholder at the time of the wrong complained of or that the stock
devolved to him or her by operation of law from a person who was a stockholder
at the time of the wrong complained of. In addition, the stockholder must remain
a stockholder throughout the litigation.
OREGON. The OBCA also requires that the stockholder bringing the derivative
suit have been a stockholder at the time the transaction complained of occurred
or have become a stockholder through transfer by operation of law. The OBCA does
not require the stockholder remain a stockholder throughout the litigation.
AMENDMENT OF BYLAWS
Under DGCL, unless the certificate of incorporation provides otherwise,
bylaws may only be amended upon approval of the STOCKHOLDERS. The Company's
Delaware Restated Certificate of Incorporation presently empowers the board of
directors to amend, adopt, repeal, alter or rescind the Company's Bylaws. Oregon
follows the provision of the Model Business Corporation Act that provides that
directors have the power to amend the bylaws unless the articles of
incorporation remove it.
APPRAISAL RIGHTS
DELAWARE. Under DGCL, a stockholder of a corporation does not have
appraisal rights in connection with a merger or consolidation or, in the case of
a disposition, if:
- The shares of the corporation are listed on (1) a national securities
exchange or (2) designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or (3) held of record by more than 2,000 stockholders; or
- The corporation will be the surviving corporation of the merger and
approval of the merger requires no vote of the stockholders of the
surviving corporation.
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Stockholders of Delaware corporations are entitled to appraisal rights in
the case of a merger or consolidation if an agreement of merger or consolidation
requires the stockholder to accept in exchange for its shares anything other
than:
- Shares of stock of the corporation surviving or resulting from the merger
or consolidation;
- Shares of any other corporation that on the effective date of the merger
or consolidation will be either: (1) listed on a national securities
exchange; or (2) designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc.; or (3) held of record by more than 2,000 stockholders;
- Cash in lieu of fractional shares of the corporation; or
- Any combination thereof.
Under the DGCL, the corporation must pay to the dissenting stockholder the
fair value of the shares upon completion of the appraisal proceedings.
OREGON. Under the OBCA, a stockholder eligible to vote may dissent from,
and obtain payment for shares in the event of, the following
stockholder-approved corporate actions:
- A merger to which the corporation is a party;
- A share exchange plan to which the corporation is a party as the
corporation whose shares will be acquired;
- The sale or exchange of all or substantially all of the corporation's
assets, other than in the usual course of business;
- An amendment to the articles of incorporation that materially and
adversely affects the dissenter's shares;
- Other actions for which the articles of incorporation provide the right of
dissent and appraisal; or
- A conversion to a non-corporate business entity.
Dissent and appraisal right are not available to stockholders of Oregon
corporations for:
- Shares of stock which, at the time of the corporate action, was either
listed on a national securities exchange or designated as a National
Market System security by Nasdaq, unless the articles of incorporation
provide otherwise;
- The sale of assets pursuant to court order; or
- The sale of assets for cash pursuant to a plan by which all or
substantially all of the net proceeds of the sale will be distributed to
the stockholders within one year after the date of sale.
Under the OBCA, a stockholder asserting dissenter's rights must give the
corporation notice of his or her intent in writing prior to the vote on the
action and must not vote in favor of the action. A corporation is required to
make payment to the dissenting stockholder of its estimated value of the shares,
plus accrued interest, upon the proposed action being taken, or upon the
dissenter's demand. If the dissenting stockholder disagrees with the
corporation's estimate of the value of the shares, he or she can propose his or
her own estimate, or petition the court for an appraisal.
INSPECTION OF CORPORATE BOOKS AND RECORDS
Both Delaware and Oregon permit stockholders to examine and make extracts
from the corporation's books and records for a proper purpose. Under OBCA,
inspection requires that: (1) the stockholder's demand be made in good faith and
for a proper purpose; (2) the stockholder describe with reasonable particularity
the stockholder's purpose and the records stockholder desires to inspect; and,
(3) the records
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requested be directly connected with the stockholder's purpose. Oregon law also
requires the stockholder to give to the corporation five days written notice of
the demand to inspect.
REMOVAL OF DIRECTORS
DELAWARE. Under DGCL any director or the entire board of directors may be
removed, only for cause, by the holders of a majority of shares entitled to vote
at an election of directors.
OREGON. Under the OBCA, unless the articles of incorporation provide
otherwise, a director may be removed with or without cause and only by a
majority of votes cast. A director may only be removed at a special meeting
called for the purpose of removing the director. Oregon courts may also remove a
director for cause if the corporation or the holders of 10 percent or more of
the stock commence an action for removal.
FILING AND LICENSE FEES
Delaware imposes annual franchise tax fees on all corporations incorporated
in Delaware. The annual fee ranges from a nominal fee to a maximum of $150,000,
based on an equation consisting of the number of shares authorized, the number
of shares outstanding and the net assets of the corporation. The Company is
subject to an annual fee of approximately $150,000. Oregon charges corporations
incorporated in Oregon nominal annual corporate license renewal fees, and do not
impose any franchise tax fee.
FEDERAL INCOME TAX CONSEQUENCES
Management of the Company intends that for federal income tax purposes, if
the Merger is carried out in accordance with the Merger Agreement, (1) no
taxable gain or loss will be recognized by Greenbrier Delaware as a result of
the Merger; (2) no taxable gain or loss will be recognized by the holders of
shares of Greenbrier Delaware Common Stock upon the exchange of such shares for
shares of Greenbrier Oregon Common Stock; (3) the basis of the shares of
Greenbrier Oregon Common Stock received by a stockholder of the Company will be
the same as the stockholder's basis of Greenbrier Delaware Common Stock
surrendered by the stockholder in exchange, therefore; (4) a stockholder's
holding period for the shares of Greenbrier Oregon's Common Stock received by a
stockholder of the Company will include the holding period of the shares of
Greenbrier Delaware Common Stock surrendered in exchange therefore, provided
that the shares of Greenbrier Oregon Common Stock are held as a capital asset on
the date of the Merger; (5) the proposed assumption by Greenbrier Oregon of
Greenbrier Delaware's outstanding incentive stock options and the substitution
of Greenbrier Oregon Common Stock for Greenbrier Delaware Common Stock under
such options will not constitute a modification that will adversely affect the
qualified status of such options under the Internal Revenue Code; and (6) the
proposed assumption by Greenbrier Oregon of Greenbrier Delaware's outstanding
nonqualified options and the substitution of Greenbrier Oregon Common Stock for
Greenbrier Delaware Common Stock under such options will not produce taxable
gain for the option holders.
Management of the Company does not intend to request a ruling from the
Internal Revenue Service or an opinion of counsel as to the federal income tax
consequence of the Merger. Stockholders are advised to consult with their own
tax advisors as to federal income tax consequences, as well as any tax
consequences arising under the laws of any state or other jurisdiction.
RESERVED POWER TO ABANDON REINCORPORATION PROPOSAL
Notwithstanding a favorable vote of the stockholders, the Board of Directors
has reserved the right to abandon the proposed Reincorporation prior to the
effectiveness of the Merger if it determines that such abandonment is in the
best interests of the Company. The Board of Directors has made no determination
as to any circumstances that may prompt a decision to abandon the proposed
Reincorporation.
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VOTE REQUIRED AND BOARD RECOMMENDATION
Pursuant to the Delaware Law and the Company's Certificate of Incorporation,
the affirmative vote of the holders of not less than a majority of the
outstanding shares of Greenbrier Delaware Common Stock is required for approval
of the Merger to effectuate the Reincorporation of the Company in Oregon. A vote
of approval of the Reincorporation Proposal will constitute specific approval of
the Merger Agreement and of all other transactions and proceedings relating to
the Merger, including the assumption by Greenbrier Oregon of the Company's
employee stock option plans, and all other employee benefit plans and
agreements, and the obligation of the Company under such plans and agreements.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE REINCORPORATION PROPOSAL
AND THE MERGER WHICH WILL EFFECTUATE THE PROPOSED REINCORPORATION AND
UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE REINCORPORATION PROPOSAL.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE
REINCORPORATION PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL OR ABSTENTION
THEREFROM IS SPECIFICALLY INDICATED.
PROPOSAL NO. 3
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 year ending August 31, 2001. 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 2001 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
2001 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
To be eligible for inclusion in the Company's proxy materials for the 2002
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
governing such proposals, be received not later than August 1, 2001 by the
Secretary of the Company at the Company's principal executive offices, One
Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035.
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 2001 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 1, 2000.
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
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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.
------------------------
A COPY OF THE COMPANY'S 2000 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 29, 2000
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<PAGE>
EXHIBIT A
[LOGO]
AGREEMENT AND PLAN OF MERGER
<TABLE>
<S> <C>
DATE: November 7, 2000
AMONG: GREENBRIER OREGON, INC., an Oregon corporation ("Greenbrier
Oregon")
AND: THE GREENBRIER COMPANIES, INC., a Delaware corporation
("Greenbrier Delaware")
</TABLE>
RECITALS
A. The Board of Directors and shareholders of Greenbrier Oregon and the
Board of Directors and stockholders of Greenbrier Delaware have determined that
it is in the best interests of each entity and their respective
shareholders/stockholders to merge Greenbrier Delaware with and into Greenbrier
Oregon, pursuant to this agreement ("Merger Agreement").
B. The parties intend that Greenbrier Oregon shall be the surviving
corporation in such merger and that such merger shall constitute a tax-free
reorganization under the Internal Revenue Code.
AGREEMENT
The parties agree as follows:
1. MERGER OF GREENBRIER DELAWARE WITH AND INTO GREENBRIER OREGON. At and upon
the Effective Time:
1.1 MERGER. Greenbrier Delaware shall be merged with and into Greenbrier
Oregon (the "Merger"), and Greenbrier Oregon shall survive as a corporation
continuing to operate under the name "The Greenbrier Companies, Inc." (the
"Surviving Corporation"), organized under and governed by the laws of the state
of Oregon. The separate existence of Greenbrier Delaware shall cease.
1.2 VESTING OF ASSETS. All of the property, rights, privileges, powers,
franchises, patents, trademarks, trade names, licenses, registrations and other
assets, tangible and intangible, of Greenbrier Delaware shall be transferred to,
vested in, devolve upon and become part of the assets of the Surviving
Corporation, without further act or deed.
1.3 ASSUMPTION OF LIABILITIES. Greenbrier Oregon shall assume and be liable
for all of the liabilities and obligations of Greenbrier Delaware.
1.4 EFFECTIVE TIME. The Merger shall become effective upon filing the
documents in accordance with the Delaware General Corporation Law and the Oregon
Business Corporation Act.
2. ARTICLES OF INCORPORATION; BYLAWS; DIRECTORS, AND OFFICERS. At and upon the
Effective Time:
2.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of Greenbrier
Oregon in effect immediately prior to the Effective Time shall be the Articles
of Incorporation of the Surviving Corporation. At the Effective Time, such
Articles of Incorporation shall automatically be amended to change the name of
the Surviving Corporation to The Greenbrier Companies, Inc.
2.2 BYLAWS. The Bylaws of Greenbrier Oregon in effect immediately prior to
the Effective Time shall be the Bylaws of the Surviving Corporation.
2.3 DIRECTORS; OFFICERS. Those persons who are the directors of Greenbrier
Delaware immediately prior to the Effective Time shall become the directors of
the Surviving Corporation. Those directors in Classes I, II and III of
Greenbrier Delaware immediately prior to the Effective Time shall
A-1
<PAGE>
become the directors in Groups I, II and III, respectively, of the Surviving
Company and shall hold office in each case through the expiration of their terms
as such terms would have been with Greenbrier Delaware until their successors
are elected and qualify or their prior resignation, removal or death. Those
persons who are officers of Greenbrier Delaware immediately prior to the
Effective Time shall become the officers of the Surviving Corporation, and they
shall hold office in each case at the pleasure of the Board of Directors of the
Surviving Corporation.
2.4 COMMITTEES. Those persons who are members of committees of the Board of
Directors of Greenbrier Delaware immediately prior to the Effective Time shall
become members of the comparable committees of the Board of Directors of the
Surviving Corporation, and they shall hold office in each case at the pleasure
of the Board of Directors of the Surviving Corporation. The Charter of the Audit
Committee of the Board of Directors of Greenbrier Delaware adopted on April 4,
2000 shall be the Charter of Audit Committee of the Surviving Corporation at the
Effective Time, and shall remain in effect until modified or rescinded.
3. EXCHANGE OF SHARES. At and upon the Effective Time:
3.1 SHARES OF GREENBRIER OREGON. By virtue of the Merger and without any
action on the part of the holder, the single share of Common Stock, without par
value, of Greenbrier Oregon issued to Greenbrier Delaware and currently
outstanding shall be cancelled and returned to the status of authorized but
unissued.
3.2 SHARES OF GREENBRIER DELAWARE. Each share of Common Stock, par value
$0.001, of Greenbrier Delaware that is issued and outstanding immediately prior
to the Effective Time shall be converted into one share of fully paid,
non-assessable, issued and outstanding Common Stock, without par value, of the
Surviving Corporation.
3.3 STOCK CERTIFICATES. All of the outstanding certificates, which prior to
the Effective Time represented shares of Common Stock of Greenbrier Delaware,
shall be deemed for all purposes to evidence ownership of and to represent
shares of Common Stock of Greenbrier Oregon into which the shares of Greenbrier
Delaware represented by such certificates have been converted as herein
provided. The registered holder on the books and records of Greenbrier Oregon or
its transfer agent of any such outstanding stock certificate shall, until such
certificate shall have been surrendered for transfer or conversion or otherwise
accounted for to Greenbrier Oregon or its transfer agent, have and be entitled
to exercise any voting and other rights with respect to, and to receive any
dividend and other distributions upon, the shares of Greenbrier Oregon evidenced
by such outstanding certificate as above provided. The officers, directors,
employees, stock transfer agents and registrars of the Surviving Corporation
shall, after the Effective Time, continue to honor and process certificates
issued by Greenbrier Delaware with the same effect as if such certificates
represented shares of Greenbrier Oregon.
3.4 CERTAIN OPTIONS AND PLANS. Greenbrier Oregon will assume and continue
all of Greenbrier Delaware's stock incentive and purchase option plans (the
"Plans and Programs"), including but not limited to its 1994 Stock Incentive
Plan, Employee Stock Purchase Plan, Stock Incentive Plan--2000, and Dividend
Reinvestment Plan and the outstanding and unexercised portions of all options
and rights to buy Common Stock of Greenbrier Delaware shall become options or
rights for the same number of shares of Greenbrier Oregon Common Stock with no
other changes in the terms and conditions of such options or rights, including
exercise prices, and effective as of the Effective Time, Greenbrier Oregon
hereby assumes the outstanding and unexercised portions of such options and
rights and the obligations of Greenbrier Delaware with respect thereto. At the
Effective Time, Greenbrier Oregon shall, and does hereby, assume and agree to
perform all of the rights and responsibilities of Greenbrier Delaware under all
of such Plans and Programs (and agreements relating thereto) and under the
James-Furman Supplemental 1994 Stock Option Plan.
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<PAGE>
3.5 OTHER EMPLOYEE BENEFIT PLANS. Greenbrier Oregon will assume all
obligations of Greenbrier Delaware under any and all employee benefit plans in
effect as of the Effective Time or with respect to which employee rights or
accrued benefits are outstanding as of the Effective Time.
4. GENERAL PROVISIONS.
4.1 FURTHER ASSURANCES. From time to time, as and when required by
Greenbrier Oregon or by its successors and assigns, there shall be executed and
delivered on behalf of Greenbrier Delaware such deeds and other instruments, and
there shall be taken or caused to be taken by it such further and other action
as shall be appropriate or necessary in order to vest or perfect, or to conform
of record or otherwise, in Greenbrier Oregon the title to and possession of all
the property, interests, assets, rights, privileges, immunities, powers,
franchises, and authority of Greenbrier Delaware, and otherwise to carry out the
purposes of this Merger Agreement, and the officers and directors of Greenbrier
Oregon are fully authorized in the name of and on behalf of Greenbrier Delaware
or otherwise to take any and all such action and to execute and deliver any and
all such deeds and other instruments.
4.2 AMENDMENT. At any time before or after approval by the shareholders of
Greenbrier Delaware, this Merger Agreement may be amended in any manner (except
that Sections 3.1 and 3.2 and any of the other principal terms hereof may not be
amended without the approval of the shareholders of Greenbrier Delaware) as may
be determined in the judgment of the respective Boards of Directors of
Greenbrier Delaware and Greenbrier Oregon to be necessary, desirable or
expedient in order to clarify the intention of the parties hereto or to effect
or facilitate the purposes and intent of this Merger Agreement.
4.3 ABANDONMENT. At any time before the Effective Time, this Merger
Agreement may be terminated and the Merger may be abandoned by the Board of
Directors of either Greenbrier Delaware or Greenbrier Oregon or both,
notwithstanding the approval of this Merger Agreement by the stockholders of
Greenbrier Delaware and the shareholders of Greenbrier Oregon.
4.4 COUNTERPARTS. In order to facilitate the filing and recording of this
Merger Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their corporate names by their respective authorized officers.
<TABLE>
<S> <C> <C>
THE GREENBRIER COMPANIES, INC.,
a Delaware corporation
By /s/ WILLIAM A. FURMAN
----------------------------------------
Title: President
----------------------------------------
GREENBRIER OREGON, INC.,
an Oregon corporation
By /s/ WILLIAM A. FURMAN
----------------------------------------
Title: President
----------------------------------------
</TABLE>
A-3
<PAGE>
EXHIBIT B
[GREENBRIER COMPANY LOGO]
STATE OF OREGON
CORPORATION DIVISION
151 Public Service Building
255 Capitol Street NE
Salem, OR 97310-1237
Registry No. 779635-86
ARTICLES OF INCORPORATION
Business Corporation
ARTICLE 1
The name of the corporation is GREENBRIER OREGON, INC.
ARTICLE 2
The registered office of the corporation is located at Tonkon Torp LLP, 1600
Pioneer Tower, 888 SW Fifth Avenue, in the City of Portland, County of
Multnomah, State of Oregon. The name of its registered agent at that address is
Kenneth D. Stephens.
ARTICLE 3
The name and address of the incorporator is Kenneth D. Stephens, Tonkon Torp
LLP, 1600 Pioneer Tower, 888 SW Fifth Avenue, Portland, Oregon 97204-2099.
ARTICLE 4
The mailing address to which notices may be mailed is Tonkon Torp LLP, 1600
Pioneer Tower, 888 SW Fifth Avenue, Portland, Oregon 97204-2099.
ARTICLE 5
The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the Oregon Business Corporation
Act.
ARTICLE 6
Section 1. AUTHORIZED CAPITAL STOCK. The corporation is authorized to issue
two classes of stock to be designated, respectively, "Preferred Stock" and
"Common Stock." The total number of shares which the corporation is authorized
to issue is 75,000,000 shares, of which 25,000,000 shares shall be Preferred
Stock, without par value, and 50,000,000 shares shall be Common Stock, without
par value.
Section 2. PREFERRED STOCK. The Board of Directors is expressly vested with
authority to adopt a resolution or resolutions providing for the issuance of
Preferred Stock from time to time in one or more series. The Board of Directors
is expressly authorized to fix, state and express, in the resolution or
Articles of Incorporation - 1
B-1
<PAGE>
resolutions providing for the issuance of any wholly unissued series of
Preferred Stock, the preferences, limitations and relative rights including,
without limitation:
(a) the rate of dividends upon which and the times at which dividends on
shares of such series shall be payable and the preference, if any, which
such dividends shall have relative to dividends on shares of any other class
or classes or any other series of stock of the corporation;
(b) whether such dividends shall be cumulative or noncumulative, and if
cumulative, the date or dates from which dividends on shares of such series
shall be cumulative;
(c) the voting rights, if any, to be provided for shares of such series;
(d) the rights and preferences, if any, which the holders of shares of
such series shall have in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation;
(e) the rights, if any, which the holders of shares of such series shall
have to convert such shares into or exchange such shares for securities or
other property of the corporation and the terms and conditions, including
price and rate of exchange of such conversion or exchange;
(f) the redemption (including sinking fund provisions), if any, for
shares of such series; and
(g) such other powers, rights, designations, preferences,
qualifications, limitations and restrictions as the Board of Directors may
desire to so fix.
If upon any voluntary or involuntary liquidation, dissolution or winding up
of the corporation, the assets available for distribution to holders of shares
of a series of Preferred Stock shall be insufficient to pay such holders the
full preferential amount to which they are entitled, such assets shall be
distributed ratably among the shares of such series of Preferred Stock in
proportion to the full amounts which would be payable on such shares if all
amounts payable thereon were paid in full.
Section 3. COMMON STOCK. The holders of Common Stock shall be entitled to
one vote per share on each matter to be voted upon by the corporation's
shareholders. Except as otherwise required by law, or pursuant to the terms of
any series of Preferred Stock, all series of Preferred Stock (upon which voting
rights shall have been conferred) and the Common Stock shall vote together as a
single class or voting group on any matter submitted to a vote of shareholders.
Shares of Common Stock shall not have cumulative voting rights with respect to
any matter.
ARTICLE 7
The following provisions are inserted for the management of the business and
for the conduct of the affairs of the corporation, and for further definition,
limitation and regulation of the powers of the corporation and of its directors
and shareholders:
(a) Except as otherwise provided in this Articles of Incorporation or
the Bylaws of the corporation relating to the rights of the holders of any
series of Preferred Stock, voting separately by group or series, to elect
additional directors under specified circumstances, the number of directors
of the corporation shall be as fixed from time to time by or pursuant to the
Bylaws of the corporation. The directors, other than those who may be
elected by the holders of any series of Preferred Stock, voting separately
by group or series, shall be classified, with respect to the time for which
they severally hold office, into three groups, Group I, Group II and Group
III, which shall be as nearly equal in number as possible, and shall be
adjusted from time to time in the discretion of the President of the
corporation to maintain such proportionality. The directors shall initially
be classified into Groups by the President of the corporation. Each initial
director in Group I shall hold office for a term expiring at the 2002 annual
meeting of shareholders, each initial director in Group II shall hold office
initially for a term expiring at the 2003 annual meeting of shareholders,
and each initial director in Group III shall hold office for a term expiring
at the 2004 annual meeting of shareholders. Notwithstanding the
Articles of Incorporation - 2
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<PAGE>
foregoing provisions of this ARTICLE 7, each director shall serve until his
or her successor is duly elected and qualified or until his or her earlier
death, resignation or removal. At each annual meeting of shareholders
following the 2001 annual meeting, the successors to the group of directors
whose term expires at that meeting shall be elected to hold office for a
term expiring at the annual meeting of shareholders held in the third year
following the year of their election and until their successors have been
duly elected and qualified or until their earlier death, resignation or
removal. Election of directors need not be by written ballot unless provided
by the Bylaws of the corporation.
(b) Except as otherwise provided in this Articles of Incorporation or
the Bylaws of the corporation relating to the rights of the holders of any
series of Preferred Stock, voting separately by class or series, to elect
directors under specified circumstances, any director or directors may be
removed from office at any time, with or without cause, by the affirmative
vote of not less than a majority of the total number of votes of the then
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors, voting together as single class.
Unless previously filled by the vote of at least a majority of the total
number of outstanding shares of capital stock of the corporation entitled to
vote generally in the election of directors, voting together as a single
class, any vacancy in the Board of Directors resulting from any such removal
may be filled by the Board of Directors, or if the Directors remaining in
office constitute less than a quorum then such vacancies may be filled by a
vote of a majority of the directors then in office, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall have been
elected and qualified or until their earlier death, resignation or removal.
(c) In the event of any increase or decrease in the authorized number of
directors, the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors among
the three classes of directors so as to maintain such classes as nearly
equal in number as possible. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
(d) Notwithstanding the foregoing, whenever the holders of any one or
more class or series of Preferred Stock issued by the corporation shall have
the right, voting separately by class or series, to elect directors at an
annual or special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships shall be
governed by the terms of this Articles of Incorporation applicable thereto,
as the same may be amended from time-to-time, and such directors so elected
shall not be divided into classes pursuant to this ARTICLE 7 unless
expressly provided by such terms.
(e) In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, repeal,
alter, amend or rescind the Bylaws of the corporation. In addition, the
Bylaws of the corporation may be adopted, repealed, altered, amended, or
rescinded by the affirmative vote of the holders of not less than a majority
of the outstanding shares of capital stock of the corporation entitled to
vote thereon, voting together as a single class.
ARTICLE 8
No director of the corporation shall be personally liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability, to the extent provided by applicable law, for
(i) any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) any unlawful
distribution under ORS 60.367, or (iv) any transaction from which the director
derived an improper personal benefit. If the Oregon Business Corporation Act 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 Oregon Business Corporation Act, as so amended. This ARTICLE 8 shall not
eliminate or limit the liability of a
Articles of Incorporation - 3
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<PAGE>
director for any act or omission which occurred prior to the effective date of
its adoption. Any repeal or modification of this ARTICLE 8 by the shareholders
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.
ARTICLE 9
The Board of Directors of the corporation may provide, pursuant to Bylaws or
other actions or agreements, that the corporation shall indemnify to the fullest
extent permitted by the Oregon Business Corporation Act, as in effect at the
time of the determination, any person who is made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or otherwise (including
any action, suit or proceeding by or in the right of the corporation), by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, or any of its subsidiaries, or a fiduciary within the meaning
of the Employee Retirement Income Security Act of 1974, as amended, with respect
to any employee benefit plan of the corporation or any of its subsidiaries, or
serves or served at the request of the corporation, or any of its subsidiaries,
as a director, officer, employee or agent, or as a fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture, trust or other
enterprise. The rights of indemnification provided in this ARTICLE 9 shall be in
addition to any rights to which any such person may otherwise be entitled under
any future amendment to this Articles of Incorporation or under any bylaw,
agreement, statute, policy of insurance, vote of shareholders or board of
directors, or otherwise, which exists at or subsequent to the time such person
incurs or becomes subject to such liability and expense.
ARTICLE 10
The corporation reserves the right at any time and from time to time to
amend, alter, rescind or repeal any provisions contained herein; and other
provisions authorized by the laws of the State of Oregon at the time in force
may be added or inserted, in the manner now or hereafter prescribed by law; and
all rights, preferences and privileges of whatsoever nature conferred upon
shareholders, directors or any other persons whomsoever by or pursuant to this
Articles of Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this Article.
ARTICLE 11
Notwithstanding any other provisions of this Articles of Incorporation,
other than ARTICLE 10, or the Bylaws of the corporation, the affirmative vote of
the holders of not less than fifty-five percent (55%) of the total number of
votes of the then outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal, or to adopt any provision
inconsistent with the purpose or intent of, ARTICLE 7, ARTICLE 8, ARTICLE 9,
ARTICLE 10 and ARTICLE 11 of this Articles of Incorporation.
DATED: November 7, 2000
<TABLE>
<S> <C>
/s/ KENNETH D. STEPHENS
------------------------------------------------
Kenneth D. Stephens
Incorporator
</TABLE>
Person to contact about this filing:
Kenneth D. Stephens
Telephone--503/802-2008
Articles of Incorporation - 4
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<PAGE>
EXHIBIT C
[LOGO]
A U D I T C O M M I T T E E C H A R T E R
The Board of Directors of The Greenbrier Companies, Inc. (the "Company")
shall annually appoint from its members an Audit Committee. This Charter of the
Audit Committee supplements the provisions of Article III, Section 11(b) of the
Company's Amended and Restated By-Laws and further defines the role, authority
and responsibility of the Audit Committee.
NUMBER OF MEMBERS AND APPOINTMENT
The Audit Committee shall be composed of at least three members of the Board
of Directors. Members of the Committee shall be appointed annually by the Board
of Directors. Vacancies shall be filled by the Board of Directors.
QUALIFICATIONS OF MEMBERS
Each member of the Audit Committee shall be a Director who, in the judgment
of the Board of Directors, is financially literate and possesses the ability to
read and understand the fundamental financial statements of the Company and its
subsidiaries, including balance sheets, income statements and cash flow
statements. At least one member of the Audit Committee shall, in the judgment of
the Board of Directors, have accounting or related financial management
expertise, which may include employment experience in finance or accounting,
certification in accounting or any other comparable experience, including being,
or having been, a chief executive officer or other senior officer with financial
oversight responsibilities.
INDEPENDENCE OF MEMBERS
Members of the Audit Committee shall be free from any relationship to the
Company or its subsidiaries that, in the judgment of the Board of Directors, may
interfere with the exercise of their independence from management of the
Company. No member of the Audit Committee shall be an affiliate of the Company
or an officer or employee of the Company or any of its subsidiaries.
Appointments to the Audit Committee shall be consistent with standards for
determining independence promulgated by the Securities and Exchange Commission
and the New York Stock Exchange, or such other national securities exchange as
shall be the principal market for trading of the Company's securities.
MEETINGS, QUORUM, INFORMAL ACTIONS, MINUTES
The Audit Committee shall meet on a regular basis. Special meetings may be
called by the Chair of the Audit Committee. A majority of the members of the
Audit Committee shall constitute a quorum. Concurrence of a majority of the
quorum (or, in case a quorum at the time consists of two members of the
Committee, both members present) shall be required to take formal action of the
Audit Committee. Written minutes shall be kept for all formal meetings of the
Committee.
As permitted by section 141 of the Delaware General Corporation Law, the
Audit Committee may act by unanimous written consent, and may conduct meetings
via conference telephone or similar communication equipment.
Members of the Audit Committee may meet informally with officers or
employees of the Company and its subsidiaries and with the Company's independent
auditors and may conduct informal inquiries and studies without the necessity of
formal meetings. The Audit Committee may delegate to its chair or to one or more
of its members the responsibility for performing routine functions as, for
example, review of press releases announcing results of operations.
Audit Committee Charter - 1
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<PAGE>
RESPONSIBILITIES
The Company's independent auditors are ultimately accountable to the Board
of Directors and the Audit Committee. The Audit Committee and the Board of
Directors have the ultimate authority and responsibility to select, evaluate
and, where appropriate, replace the Company's independent auditors. The Audit
Committee shall, from time to time, review and make recommendations to the Board
of Directors with respect to the engagement or discharge of the independent
auditors and the terms of the engagement. The Board of Directors may, in its
discretion, determine to submit to stockholders for approval or ratification the
appointment of the Company's independent auditors.
The Audit Committee shall oversee the independence and performance of the
Company's independent auditors. The Committee shall ensure that the independent
auditors periodically submit to the Audit Committee a formal written statement
delineating all relationships between the auditors and the Company and shall
engage in an active dialogue with the auditors with respect to any disclosed
relationships or services that may impact the auditor's independence or
objectivity. The Audit Committee shall make recommendations to the Board of
Directors for appropriate action in response to the auditors' report to satisfy
itself of the auditors' independence.
The Audit Committee shall annually prepare and submit, for inclusion in
management's proxy statement to stockholders in connection with the annual
meeting of stockholders, a report in conformity with Item 306 of Securities and
Exchange Commission Regulation S-K.
Without limiting the generality of the foregoing, the Audit Committee shall:
- Review the scope of proposed audits to be performed with respect to the
Company's financial statements in the context of the Company's particular
characteristics and requirements.
- Review with the independent auditors the results of the auditing
engagement and any recommendations the auditors may have with respect to
the Company's financial, accounting or auditing systems.
- Require a letter from the independent auditors concerning significant
weaknesses or breaches of internal controls encountered during the course
of the audit.
- Inquire of management and the independent auditors whether any significant
financial reporting issues were discussed during the course of the audit
and, if so, how they were resolved.
- Review with management and the independent auditors changes in accounting
standards or rules proposed by Financial Accounting Standards Board or the
Securities and Exchange Commission that may effect the Company's financial
statements.
- Request an explanation from management and the independent auditors
concerning the effects of significant changes in accounting practices or
policies.
- Inquire about significant contingencies or estimates which may effect the
Company's financial statements and the basis for the Company's
presentation of such matters.
- Review the adequacy of the internal financial and operational controls of
the Company with staff performing internal auditing functions and with the
independent auditors.
- At least annually, meet privately with the independent auditors in
executive session to, among other matters, help evaluate the Company's
internal financial accounting and reporting staff and procedures.
- Receive and review a draft of the financial section of the annual report
to stockholders, with accompanying notes, and Management's Discussion and
Analysis.
- Report the Committee's activities to the full Board of Directors on a
regular basis.
Audit Committee Charter - 2
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<PAGE>
- Review and assess the adequacy of this Charter on an annual basis.
COMMITTEE RESOURCES
The Audit Committee is authorized to employ the services of such counsel,
consultants, experts and personnel, including persons already employed or
engaged by the Company, as the Committee may deem reasonably necessary to enable
it to fully perform its duties and fulfill its responsibilities.
ADOPTED BY THE BOARD OF DIRECTORS
APRIL 4, 2000
Audit Committee Charter - 3
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<PAGE>
TONKON TORP LLP
ATTORNEYS
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 802-2008
October 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Greenbrier Companies Inc. 2001 Proxy Statement
Transmitted herewith through the EDGAR system on behalf of Greenbrier
Companies, Inc. pursuant to Rule 14a-6 under the Securities and Exchange Act of
1934, as amended, is the Company's 2001 Proxy Statement. Please telephone me at
the above number if you have questions or comments.
Sincerely,
/s/ Kenneth D. Stephens
Kenneth D. Stephens
<PAGE>
P
R
O
X
Y
PROXY
THE GREENBRIER COMPANIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JANUARY 9, 2001
Solicited on Behalf of the Board of Directors of the Company
The undersigned hereby appoints William A. Furman, A. Daniel O'Neal and C.
Bruce Ward as proxies, each with full power of substitution, to vote all of
the Common Stock that the undersigned is entitled to vote at the Annual
Meeting of Stockholders of The Greenbrier Companies, Inc. to be held on
Tuesday, January 9, 2001 beginning at 2:00 P.M. Portland time and at any
adjournments or postponements thereof:
Election of Directors, Nominees:
PETER K. NEVITT
A. DANIEL O'NEAL, JR.
(notation/comments)
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
SEE REVERSE
SIDE
(please sign on reverse side)
-------------------------------------------------------------------------------
PLEASE VOTE, SIGN, AND RETURN THE ABOVE PROXY
THE GREENBRIER COMPANIES, INC.
You are cordially invited to attend the 2001 Annual Meeting of Stockholders
of The Greenbrier Companies, Inc., which will be held at the Benson Hotel,
309 SW Broadway, Portland, Oregon beginning at 2:00 P.M. on Tuesday, January
9, 2001.
Whether or not you plan to attend this meeting, please sign, date,
and return your proxy form above as soon as possible so that your shares can
be voted at the meeting in accordance with your instructions. If you attend
the meeting, you may revoke your proxy, if you wish, and vote personally. It
is important that your stock be represented.
Kenneth D. Stephens, SECRETARY
<PAGE>
--- PLEASE MARK YOUR
X VOTES AS IN THIS
--- EXAMPLE.
VOTE FOR all nominees
as listed on reverse WITHHOLD
(except as marked to the AUTHORITY to vote for
contrary below). all nominees listed.
1. ELECT TWO
DIRECTORS: / / / /
For, except vote withhold from the following nominee(s):
------------------------------------------------
For Against Abstain
2. APPROVE THE PROPOSAL TO CHANGE THE STATE / / / / / /
OF INCORPORATION OF THE COMPANY FROM
DELAWARE TO OREGON.
3. RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP / / / / / /
as the Company's independent auditors for
2001.
4. In their discretion, upon such other business as / / / / / /
may properly come before the meeting, or at any
adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF
THE NOMINEES FOR DIRECTOR, FOR APPROVAL OF THE PROPOSAL TO CHANGE THE STATE
OF INCORPORATION OF THE COMPANY FROM DELAWARE TO OREGON AND FOR APPROVAL OF
DELOITTE & TOUCHE LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
Please date and sign exactly as your name or names appear below. If more
than one name appears, all should sign. Persons signing as attorney,
executor, administrator, trustee, guardian, corporate officer or in any other
official or representative capacity, should also provide full title. If a
partnership, please sign in full partnership name by authorized person.
Dated:___________________________________________________________
_________________________________________________________________
_________________________________________________________________
Signature or Signatures
------------------------------------------------------------------------------
FOLD AND DETACH HERE
PLEASE SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
