<PAGE>
As filed with the Securities and Exchange Registration No. 33-80869
Commission on December 15, 2000 Post-effective Amendment No. 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
The Greenbrier Companies, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 93-0816972
--------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification No.)
200 One Centerpointe Drive
Lake Oswego,Oregon 97035
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1994 Stock Incentive Plan
--------------------------------------------------------------------------------
(Full title of the plan)
William A. Furman
President and Chief Executive Officer
200 One Centerpointe Drive
Lake Oswego, Oregon 97035
(503) 684-7000
--------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
Kenneth D. Stephens
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------- -------------------------- --------------------------- ------------------------
Title of securities to Amount to be Proposed maximum Amount of
be registered registered aggregate offering price registration fee
---------------------------- -------------------------- --------------------------- ------------------------
<S> <C> <C> <C>
common stock, 312,500 shares (1) See note (2) See note (2)
$.001 par value
---------------------------- -------------------------- --------------------------- ------------------------
</TABLE>
(1) This post-effective amendment to Registration No. 33-80869 amends the
Form S-8 Registration Statement previously filed that registered
1,380,000 shares of Greenbrier's common stock reserved for issuance under
Greenbrier's 1994 Stock Incentive Plan (the "Plan"). This filing
registers 312,500 shares of Greenbrier's common stock relating to
reofferings of common stock which may be acquired from time to time in
connection with exercises of options granted under the Plan, by certain
directors and officers of Greenbrier who may be deemed to be affiliates
that hold control securities (as those terms are defined by Rule 144 and
Rule 405 under the Securities Act of 1933, as amended (the "Securities
Act")).
(2) A registration fee of $6,168.61 was paid in connection with the
registration of the securities offered pursuant to the Plan on Form S-8,
Registration No. 33-80869. In accordance with Rule 457(h)(3), no
additional fee is payable with respect to those securities now being
offered for resale pursuant to this post-effective amendment to
Registration No. 33-80869.
<PAGE>
THE GREENBRIER COMPANIES, INC.
CROSS REFERENCE SHEET BETWEEN
THE REGISTRATION STATEMENT AND THE PROSPECTUS
(PART I OF FORM S-3 FOR USE ON FORM S-8)
The location in the prospectus of the information to be included in the
prospectus in response to the Items of Part I of Form S-3 for use on Form S-8 is
as follows:
<TABLE>
<CAPTION>
Item Location in Prospectus
---- ----------------------
<S> <C>
1. Forepart of the Registration Statement Outside Front Cover Page
And Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside Front Cover Page
Pages of Prospectus
3. Summary of Information, Risk Factors Outside Front Cover Page,
Risk Factors
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page,
Plan of Distribution
9. Description of Securities to be Registered Incorporation of Certain
Documents by Reference
10. Interest of Named Experts and Counsel Legal Matters, Experts
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
</TABLE>
1
<PAGE>
REOFFER PROSPECTUS
THE GREENBRIER COMPANIES, INC.
THE OFFERING
This prospectus is being used in connection with the offering from
time to time by certain officers and directors of The Greenbrier Companies,
Inc. ("selling stockholders") or their successors in interest of shares of
common stock (the "common stock") of The Greenbrier Companies, Inc.
("Greenbrier", or the "Company") that the selling stockholders may acquire
upon the exercise of stock options granted under Greenbrier's 1994 Stock
Incentive Plan.
<TABLE>
<S> <C>
Shares of common stock offered
by selling stockholders........ 312,500
Offering price.......................... The selling stockholders may offer the
shares for sale on the New York Stock
Exchange at the market price at the
time of the sale. The selling
stockholders may also offer the shares
in privately negotiated transactions
either at the market price at the time
of the sale, at a price related to the
market price or at a negotiated price.
On December 11, 2000, the closing
sales price of Greenbrier's common
stock on the New York Stock Exchange
was $9.25 per share.
New York Stock Exchange Symbol ......... GBX
</TABLE>
-----------------------------------------
THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 7.
-----------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------
The date of this prospectus is December 11, 2000.
2
<PAGE>
TABLE OF CONTENTS
Prospectus Summary............................................................4
Explanatory Note.........................................................4
The Greenbrier Companies.................................................4
Where You Can Find More Information......................................4
Incorporation of Certain Documents by Reference..........................5
Risk Factors..................................................................7
Customer Concentration and Order Size....................................7
Fluctuating Demand for Railcar Products..................................7
Ability to Remarket Leased Equipment Profitably..........................7
Dependence on Suppliers..................................................7
Competition..............................................................8
Environmental Matters....................................................8
Control by Principal Stockholders........................................9
This Offering................................................................10
Selling Stockholders.........................................................11
Plan of Distribution.........................................................13
Experts......................................................................14
Signatures...................................................................15
-----------------------------------
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT GREENBRIER THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
PROSPECTUS. YOU MAY REQUEST A COPY OF ALL DOCUMENTS THAT ARE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS BY WRITING OR TELEPHONING GREENBRIER AT THE
FOLLOWING ADDRESS: ATTENTION MARK J. RITTENBAUM, VICE PRESIDENT AND TREASURER,
THE GREENBRIER COMPANIES, ONE CENTERPOINTE DRIVE, SUITE 200, LAKE OSWEGO, OREGON
97035, TELEPHONE (503) 684-7000. COPIES OF ALL DOCUMENTS REQUESTED WILL BE
PROVIDED WITHOUT CHARGE (NOT INCLUDING THE EXHIBITS TO THOSE DOCUMENTS, UNLESS
THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THOSE DOCUMENTS OR
THIS PROSPECTUS).
3
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
AND MAY NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. TO
UNDERSTAND THE CIRCUMSTANCES AND TERMS OF THE OFFERING AND FOR COMPLETE
INFORMATION ABOUT GREENBRIER, YOU SHOULD READ THIS ENTIRE DOCUMENT
AND THE INFORMATION INCORPORATED BY REFERENCE, INCLUDING THE FINANCIAL
STATEMENTS AND THE NOTES TO THE FINANCIAL STATEMENTS.
EXPLANATORY NOTE
This reoffer prospectus is filed as a part of the Registration
Statement on Form S-8 and has been prepared in accordance with the requirements
of Part I of Form S-3 and may be used for reoffers of common stock defined as
"control securities" under Instruction C to Form S-8 acquired by "affiliates"
(as that term is defined in Rule 405 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the "Securities Act")) pursuant to the
exercise of stock options under Greenbrier's 1994 Stock Incentive Plan.
THE GREENBRIER COMPANIES
Greenbrier was incorporated in the State of Delaware in 1981. On
November 7, 2000 the Company's Board of Directors approved a plan of
redomestication and recommended the plan to the Company's stockholders for
approval. If the redomestication plan is approved by the Company's stockholders
the Company will change its state of domicile and become an Oregon corporation.
The redomestication will occur by means of a merger of the Company with and into
an Oregon subsidiary of the Company, Oregon Greenbrier Companies, Inc., which
will be the surviving corporation. The redomestication plan and plan of merger
will be submitted to the Company's stockholders at its annual stockholders'
meeting on January 9, 2001.
Greenbrier supplies conventional and intermodal transportation
equipment and services to the railroad industry. Intermodal transportation is
the movement of cargo in standardized containers or trailers that are freely
interchangeable among railcar, truck or ship. Greenbrier operates two primary
business segments: manufacturing and leasing & services. The manufacturing
segment produces double-stack intermodal railcars, conventional railcars, marine
vessels and forged steel products, and performs railcar refurbishment and
maintenance activities. In Europe, Greenbrier also manufactures new freight cars
through the use of unaffiliated sub-contractors. Greenbrier currently manages a
fleet of railcars of which 45% are owned and the remainder are managed for
railroads, institutional investors and other leasing companies. Management
services include equipment marketing and re-marketing, maintenance, management
and administration. Greenbrier participates in both the finance and the
operating lease segments of the market.
WHERE YOU CAN FIND MORE INFORMATION
Greenbrier is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with the
Exchange Act Greenbrier files annual, quarterly and special reports, proxy
statements and other information with the Securities
4
<PAGE>
and Exchange Commission (the "SEC"). You may inspect and copy any document
Greenbrier files at the SEC's public rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Northeast Regional Office at Seven
World Trade Center, New York, New York 10048; and at the Midwest Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. You may
also purchase copies of Greenbrier's filings by writing to the Public Reference
Section of the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. Greenbrier's SEC filings are also available
on the SEC's website at http://www.sec.gov.
------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement on Form S-8 that
Greenbrier filed with the SEC in accordance with the requirements of Part I of
Form S-3 and General Instruction C of the Instructions to Form S-8. The SEC
allows the Company to "incorporate by reference" information that it files with
the SEC. This means the Company can disclose important information to you by
referring you to other documents that the Company has filed with the SEC. The
information that is incorporated by reference is considered part of this
prospectus, and information that Greenbrier files later will automatically
update and may supersede this information. For further information about
Greenbrier and the securities being offered, you should refer to the
registration statement and the following documents that are incorporated by
reference:
- Greenbrier's annual report on Form 10-K for the fiscal year
ended August 31, 2000;
- The description of the Greenbrier's common stock, $0.001 par
value included in the Company's Registration Statement on Form S-1, as
declared effective on July 11, 1994 (Registration No. 33-78852), including
any amendments or report filed for the purpose of updating such information;
and
- All documents Greenbrier files pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
then remaining unsold.
Greenbrier will provide without charge to each person to whom a copy of
this prospectus is delivered, on the written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
into the registration statement (other than exhibits to such information unless
such exhibits are specifically incorporated by reference into the information
that the registration statement incorporates). Written or oral requests for such
information should be directed to: Mark J. Rittenbaum, Vice President and
Treasurer, The Greenbrier Companies, One Centerpointe Drive, Suite 200, Lake
Oswego, Oregon 97035, telephone (503) 684-7000.
Greenbrier has not authorized any person to give any information or to
make any representations in connection with sale of the shares by the selling
stockholders other than those
5
<PAGE>
contained in this prospectus. You should not rely on any information or
representations in connection with such sales other than the information or
representations in this prospectus. You should not assume that there has been no
change in the Company's affairs since the date of this prospectus or that the
information in this prospectus is correct as of any time after its date. This
prospectus is not an offer to sell or a solicitation of an offer to buy shares
in any state or under any circumstances in which such an offer or solicitation
is unlawful.
6
<PAGE>
RISK FACTORS
Before you invest in Greenbrier's common stock you should be aware that
there are various risks, including those described below, that may affect the
Company's business, financial condition and results of operations. However, this
list of risk factors may not be exhaustive.
CUSTOMER CONCENTRATION AND ORDER SIZE.
The railcar customer base is highly concentrated and each customer has
substantial purchasing power. In any given year, a small number of customers and
a correspondingly small number of large purchase orders represent a significant
percentage of the Company's revenues. In 2000, sales to the two largest
customers, TTX Company and The Burlington Northern and Santa Fe Railway Company
("BNSF"), accounted for 30% and 9% of total revenues and 33% and 7% of
manufacturing revenues. Sales to Union Pacific Railroad and BNSF accounted for
approximately 27% and 12% of leasing & services revenues. The loss of any of
these or other substantial customers, or a material adverse change in the
financial condition of these customers, could have a material adverse effect on
the Company's results of operations.
FLUCTUATING DEMAND FOR RAILCAR PRODUCTS.
Demand for new railcars has widely fluctuated on an industry-wide basis
over the past two decades. During most of the 1980's new railcar deliveries
declined severely due to production overcapacity. During the 1990's the overall
use of railroads for freight transportation increased, overcapacity decreased,
and a large number of railcars are now nearing the end of their useful lives.
There can be no assurance, however, that economic conditions will remain
favorable or that there will not be significant fluctuations in demand for
railcars that adversely impact the industry as a whole, and the Company in
particular.
ABILITY TO REMARKET LEASED EQUIPMENT PROFITABLY.
The profitability of the Company's transportation equipment leasing &
services activities is dependent in part upon the Company's ability to resell or
re-lease owned equipment upon the expiration of the existing lease terms or
otherwise. The lease rates and residual value of leased equipment may vary
substantially, and the Company's ability to remarket such equipment profitably
depends upon, among other factors, the cost of comparable new equipment, the
general market availability of other used or new equipment, the degree of
obsolescence of the leased equipment, the prevailing market and economic
conditions, including interest and inflation rates, the need for refurbishment
and the cost of materials and labor. Most of these factors are outside the
control of the Company. Therefore, there can be no assurance that the Company
will be able to continue to remarket its transportation equipment at a profit.
DEPENDENCE ON SUPPLIERS.
Each railcar produced by the Company requires the supply of raw
materials such as steel plate, as well as numerous specialty components such as
brakes, wheels and axles. The
7
<PAGE>
Company has at least two suppliers for most of the raw materials and
specialty components used in its manufacturing operations. There can be no
assurance, however, that the Company will not experience shortages of raw
materials or components essential to the production of railcars or be forced
to seek alternative sources of supply which may increase costs or adversely
affect the Company's ability to obtain and fulfill orders for railcar
products.
COMPETITION.
The freight car manufacturing business and the transportation equipment
leasing industry are both highly competitive. Price competition is vigorous and,
coupled with the existence of a strong United States-Canada Free Trade Agreement
and the ratification in 1993 of the North American Free Trade Agreement, as well
as currency fluctuations and other factors, the number of railroad freight cars
entering the United States from Canada increased in 1993 and may continue to
increase. Orders for most types of railcars are competitively bid.
Greenbrier is affected by a variety of competitors in each of its
principal business activities. There are currently seven major railcar
manufacturers competing in North America. Two of these producers build
railcars principally for their own fleets and five producers -- Trinity
Industries, Inc., Thrall Car Manufacturing Co., Johnstown America Corp.,
National Steel Car, Ltd. and the Company -- compete principally in the
general railcar market. Some of these producers have substantially greater
resources than the Company. Greenbrier competes on the basis of type of
product, reputation for quality, price, reliability of delivery and customer
service and support. Competition in Europe, with 20 to 30 railcar producers,
is more fragmented than in North America. In railcar leasing, principal
competitors in North America include Bombardier Rail Capital, The CIT Group,
First Union Rail, GATX Corporation and General Electric Railcar Services.
Greenbrier does not currently provide significant leasing services in Europe.
Some of the Company's competitors have greater financial resources than
the Company and there can be no assurance that such competitors will not
increase their participation in the primary market segments in which the Company
operates.
ENVIRONMENTAL MATTERS.
The Company is subject to national, state, provincial and local
environmental laws and regulations concerning, among other matters, air
emissions, wastewater discharge, solid and hazardous waste disposal and employee
health and safety. Greenbrier maintains an active program of environmental
compliance and believes that its current operations are in material compliance
with all applicable national, state, provincial and local environmental laws and
regulations. Prior to acquiring manufacturing facilities, the Company conducts
investigations to evaluate the environmental condition of subject properties and
negotiates contractual terms for allocation of environmental exposure arising
from prior uses. Upon commencing operations at acquired facilities, the Company
endeavors to implement environmental practices, which are at least as stringent
as those mandated by applicable laws and regulations.
Environmental studies have been conducted of owned and leased
properties, which indicate additional investigation and some remediation may be
necessary. The Portland, Oregon
8
<PAGE>
manufacturing facility is located on the Willamette River. The United States
Environmental Protection Agency is considering possible classification of
portions of the river bed, including the portion fronting the facility, as a
federal "superfund" site due to sediment contamination. There is no indication
that the Company has contributed to the contamination of the Willamette River
bed, although uses by prior owners of the property may have contributed.
Nevertheless, ultimate classification of the Willamette River may have an impact
on the value of the Company's investment in the property and may require the
Company to initially bear a portion of the cost of any mandated remediation. The
Company may be required to perform periodic maintenance dredging in order to
continue to launch vessels from its side-launch ways on the river and
classification as a superfund site could result in some limitations on future
launch activity. Management believes that its operations adhere to sound
environmental practices, and applicable laws and regulations. However, there can
be no assurance that current regulatory requirements will not change or that
currently unforeseen environmental incidents will not occur or past failures to
comply with environmental laws will not be discovered on the Company's
properties.
CONTROL BY PRINCIPAL STOCKHOLDERS.
The two principal stockholders of the Company, Alan James and William
A. Furman, beneficially own an aggregate of approximately 60.1% of the
outstanding common stock. Messrs. James and Furman are parties to a
stockholders' agreement (the "Stockholders' Agreement") pursuant to which they
agreed to vote all shares of the Company's common stock over which they control
voting power to elect the current and proposed directors of the Company,
including each other, and generally to vote in concert (or to refrain from
voting) with respect to all other matters submitted to a vote of the
stockholders. As a result, Messrs. James and Furman have the ability to control
the Company's operations as well as the vote on most issues submitted to the
Company's stockholders, including the election of all of the Company's directors
and approval or disapproval of fundamental corporate changes, such as mergers,
dissolution and changes in control. In addition, as long as they hold 55% or
more of the outstanding common stock, Messrs. James and Furman may amend all of
the provisions of the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation"). As stockholders, Messrs. James and Furman will
not be prohibited from acting in their own self-interest in respect of, among
other things, voting or disposition of their shares of common stock. The
Stockholders' Agreement also provides that Messrs. James and Furman will not
take any action in furtherance of any transaction resulting in, or likely to
result in, a change in control of the Company, except as may be required by law
in the performance of their duties as a director or officer of the Company or
except as they mutually agree.
9
<PAGE>
THIS OFFERING
Certain selling stockholders may offer and sell, from time to time, up
to 312,500 shares of Greenbrier's common stock. These are shares that have been
or may be acquired by the selling stockholders upon the exercise of stock
options granted to them as of the date of this prospectus pursuant to
Greenbrier's 1994 Stock Incentive Plan (the "Plan").
Options or shares of common stock may be issued under the Plan in
amounts and to persons not presently known. Once the amounts and names are
known, such persons, their holdings of common stock and certain other
information may be included in a subsequent version of this prospectus.
Greenbrier will pay the expenses of preparing this prospectus and the related
registration statement. All brokerage commissions and other expenses incurred in
connection with sales by the selling stockholders will be borne by such selling
stockholders.
Greenbrier will not receive any of the proceeds from the sale of the
shares covered by this prospectus. While Greenbrier will receive sums upon any
exercise of options by the selling stockholder, there are currently no plans for
application of such sums other than for general corporate purposes. Greenbrier
cannot assure that any of such options will be exercised.
10
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth: (i) the name and position of each
selling stockholder who may sell common stock pursuant to this prospectus, whose
name is known as of the date of the filing of the Registration Statement of
which this prospectus forms a part; (ii) the number of shares of common stock
owned (or subject to option under the 1994 Stock Incentive Plan) by each selling
stockholder as of the date of this prospectus; (iii) the number of shares of
common stock which may be offered and are being registered for the account of
each selling stockholder by this prospectus (all of which may be acquired by the
selling stockholders pursuant to the exercise of options); and (iv) the amount
and percentage of common stock to be owned by each such selling stockholder if
such selling stockholder were to sell all of the shares of common stock covered
by this prospectus. Options or shares of common stock may be issued under the
Plan in amounts and to persons not presently known; when known, such persons,
their holdings of common stock and certain other information may be included in
a subsequent version of this prospectus.
<TABLE>
<CAPTION>
-------------------------------- ------------------------------- ---------------------------- ------------------------
Name and Position Number of Shares of Common Number of Shares of Common Number of Shares of
Stock Owned or Subject to Stock to be Offered Common Stock
Option Prior to Offering(1) Owned/Percentage After
Offering(2)
-------------------------------- ------------------------------- ---------------------------- ------------------------
<S> <C> <C> <C>
Victor G. Atiyeh, Director 5,800 5,500 *
-------------------------------- ------------------------------- ---------------------------- ------------------------
Peter K. Nevitt, Director 10,500 5,500 *
-------------------------------- ------------------------------- ---------------------------- ------------------------
Benjamin R. Whiteley, Director 10,500 3,500 *
-------------------------------- ------------------------------- ---------------------------- ------------------------
A. Daniel O'Neal, Director 40,402 35,125 *
-------------------------------- ------------------------------- ---------------------------- ------------------------
C. Bruce Ward, Director 11,125 8,625 *
-------------------------------- ------------------------------- ---------------------------- ------------------------
Robin Bisson, 50,430 45,625 *
Senior Vice President,
Marketing and Sales
-------------------------------- ------------------------------- ---------------------------- ------------------------
Larry G. Brady, 29,500 29,500 *
Senior Vice President and
Chief Financial Officer
-------------------------------- ------------------------------- ---------------------------- ------------------------
Mark J. Rittenbaum, Vice 35,800 34,500 *
President and Treasurer
-------------------------------- ------------------------------- ---------------------------- ------------------------
Timothy A. Stuckey, President 20,625 20,625 *
of Gunderson Rail Services, Inc.
-------------------------------- ------------------------------- ---------------------------- ------------------------
11
<PAGE>
-------------------------------- ------------------------------- ---------------------------- ------------------------
Norris M. Webb, Executive 48,331 45,000 *
Vice President and General
Counsel
-------------------------------- ------------------------------- ---------------------------- ------------------------
L. Clark Wood, President of 49,300 49,000 *
Greenbrier Manufacturing
Operations
-------------------------------- ------------------------------- ---------------------------- ------------------------
William L. Bourque, 35,000 30,000 *
Vice President,
International Marketing
-------------------------------- ------------------------------- ---------------------------- ------------------------
TOTAL 347,313 312,500
-------------------------------- ------------------------------- ---------------------------- ------------------------
</TABLE>
* Less than one percent.
(1) For purposes of this table, the number of shares of common stock owned
prior to this offering includes (a) all shares of common stock owned as of
the date of this prospectus and (b) shares of common stock which would be owned
if all options granted under the Plan as of the date of this prospectus were
exercised, regardless of whether those options are currently exercisable. It
does not include options, exercisable or unexercisable, granted under the other
stock option plans maintained by Greenbrier.
(2) Applicable percentage of ownership is based on 14,171,732 shares of
common stock outstanding on September 29, 2000.
12
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders have not advised Greenbrier of any specific
plan for distribution of the shares offered hereby, but it is anticipated that
the shares will be sold from time-to-time by the selling stockholders or by
their pledges, donees, transferees or other successors in interest. Such sales
may be made over-the-counter on the New York Stock Exchange at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The shares may be sold by one or more of the
following: (i) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (ii) purchases by a broker or
dealer for its account pursuant to this prospectus; or (iii) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the selling stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the selling stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales, and any commission received by them and any profit realized by them
on the resales of shares as principals may be deemed underwriting compensation
under the Securities Act. Shares of common stock covered by this prospectus also
may qualify to be sold pursuant to Rule 144 under the Securities Act, rather
than pursuant to this prospectus.
13
<PAGE>
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended August 31, 2000 have been audited by Deloitte &
Touche, independent auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this amendment to
Registration Statement No. 33-80869 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Lake Oswego, Oregon, on December 11,
2000.
THE GREENBRIER COMPANIES, INC.
By /s/ William A. Furman
-------------------------------------
William A. Furman
President and Chief Executive Officer
And as Attorney-in-Fact
15
<PAGE>
II-5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Greenbrier with the Securities
Exchange Commission (the "SEC") are incorporated by reference in this
Registration Statement:
(a) Greenbrier's annual report on Form 10-K for the fiscal year
ended August 31, 2000.
(b) The description of Greenbrier's common stock, $0.001 par
value (the "common stock") set forth in Greenbrier's Registration Statement
on Form S-1, as declared effective on July 11, 1994 (Registration No.
33-78852), including any amendments or reports filed for the purpose of
updating such information.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Tonkon Torp LLP acted as counsel for the Company in
connection with the preparation of this Registration Statement. A member of
Tonkon Torp LLP is Secretary of the Company and beneficially owns 7,450
shares, including 350 shares owned by his spouse of which he disclaims
ownership. Three other members of the firm beneficially own an aggregate of
8,890 shares. Pursuant to Item 8 of Form S-8, no opinion of counsel is
required with respect to the shares of common stock registered by this
filing as such shares are offered for resale and are not original issuance
securities.
Item 6. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law ("DGCL"), the Company's
Restated Certificate of Incorporation (the "Certificate"), and the Company's
Amended and Restated Bylaws (the "Bylaws"), the Company has broad powers to
indemnify directors and officers against liabilities that they may incur in
such capacities.
Pursuant to Section 102(b)(7) of the DGCL, Article Sixth of
the Certificate contains the following provision relating to the personal
liability of the Company's directors:
"No director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability, to the extent
provided by applicable law, (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or
omission not in good faith
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or which involve intentional misconduct or a knowing violation of the
law, (iii) under Section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of
Delaware is amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of
a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of Delaware, as
so amended. This Article Sixth shall not eliminate or limit the
liability of a director for any act or omission which occurred prior to
the effective date of its adoption. Any repeal or modification of this
Article Sixth by the stockholders of the corporation shall not
adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification."
Pursuant to DGCL Section 145 and Article Seventh of the Certificate,
Article VIII of the Company's Amended and Restated Bylaws provides:
"Section 1. DIRECTORS AND OFFICERS.
(a) INDEMNITY IN THIRD-PARTY PROCEEDINGS. The corporation
shall indemnify its Directors and officers in accordance with the
provisions of this Section 1(a) if the Director or officer was or is a
party to, or is threatened to be made a party to, any proceeding (other
than a proceeding by or in the right of the corporation to procure a
judgment in its favor), against all expenses, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by the
Director or officer in connection with such proceeding if the Director
or officer acted in good faith and in a manner the Director or officer
reasonably believed was in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
the Director or officer, in addition, had no reasonable cause to
believe that the Director's or officer's conduct was unlawful; PROVIDED
HOWEVER, that the Director or officer shall not be entitled to
indemnification under this Section 1(a): (i) in connection with any
proceeding charging improper personal benefit to the Director or
officer in which the Director or officer is adjudged liable on the
basis that personal benefit was improperly received by the Director or
officer unless and only to the extent that the court conducting such
proceeding or any other court of competent jurisdiction determines upon
application that, despite the adjudication of liability, the Director
or officer is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, or (ii) in connection with any
proceeding (or part thereof) initiated by such person or any proceeding
by such person against the corporation or its Directors, officers,
employees or other agents unless (A) such indemnification is expressly
required to be made by law, (B) the proceeding was authorized by the
Board of Directors, or (C) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in
the corporation under the Delaware General Corporation Law."
In addition to the indemnification and exculpation provided by the
Company's Certificate and Bylaws, the Company has entered into an
indemnification agreement with each of its directors and officers. The
indemnification agreements provide that no director or officer shall have a
monetary liability of any kind in respect of the director's or officer's
errors or omissions in
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<PAGE>
serving the Company or any of its subsidiaries, stockholders or related
enterprises, so long as such errors are not shown by clear and convincing
evidence to have involved: (i) any breach of the duty of loyalty to such
entities; (ii) any act or omission not in good faith or which involved
intentional misconduct or a knowing violation of the law; (iii) any transaction
from which the director or officer derived an improper personal benefit; (iv)
any unlawful corporate distribution as defined in the DGCL; or (v) profits made
from the purchase and sale by the director or officer of securities of the
Company within the meaning of Section 16(b) of the Securities Exchange Act of
1934, as amended. Furthermore, regardless of the theory of liability asserted
and to the fullest extent permitted by law, no director or officer shall have
personal liability for (i) punitive, exemplary or consequential damages; (ii)
treble or other damages computed based upon any multiple of damages actually and
directly proved to have been sustained; (iii) fees of attorneys, accountants,
expert witnesses or professional consultants; or (iv) civil fines or penalties
of any kind or nature whatsoever.
The indemnification agreements also require the Company to
indemnify any director or officer who is a party to, or is threatened to be
made a party to, any proceeding, against all expenses, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by the
director or officer in connection with such proceeding, if the director or
officer: (i) acted in good faith and in a manner the director or officer
reasonably believed was in or not opposed to the best interests of the
Company; and (ii) with respect to any criminal proceeding, the director or
officer also had no reasonable cause to believe that his or her conduct was
unlawful. In any proceeding charging a director or officer with improper
personal benefit to the director or officer, the Company will indemnify
the director or officer if the appropriate court determines that the
director or officer is fairly and reasonably entitled to indemnification.
The indemnification agreements also provide indemnity to a director
or officer in proceedings brought by or in the right of the Company, as long
as the director or officer acted in good faith and in a manner which he or
she reasonably believed to be in, or not opposed to, the best interests of
the Company. If a director or officer is adjudged liable to the Company, he
or she will not be indemnified unless the appropriate court determines that
the director or officer is fairly and reasonably entitled to indemnification.
Notwithstanding the foregoing, the indemnification agreements
indemnify each director and officer to the fullest extent permitted by law
with respect to any proceeding against all expenses, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by the director
or officer in connection with any proceeding. The forms of indemnification
agreements entered into between the Company and its officers and directors
have been filed with the SEC and are incorporated by reference to the
Company's Registration Statement on Form S-1, as declared effective on July
11, 1994 (Registration No. 33-78852).
The Company maintains directors' and officers' liability insurance
under which the Company's directors and officers are insured against claims
for errors, neglect, breach of duty and other matters.
Item 7. Exemption from Registration Claimed.
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<PAGE>
Not applicable.
Item 8. Exhibits.
The exhibits listed in the Index to Exhibits, which appears on page 16
herein, are filed as part of this Registration Statement.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or most recent
post-effective amendment thereto) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration
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<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the above-referenced provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
[THIS SPACE IS INTENTIONALLY LEFT BLANK.]
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4.1 Restated Certificate of Incorporation(1)
4.2 Amended and Restated Bylaws(1)
4.3 Form of Indemnification Agreements(1)
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
</TABLE>
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
An opinion of counsel is not required with respect to the shares of common stock
registered by this filing as such shares are offered for resale and are not
original issuance shares.
----------------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1, as declared effective on July 11, 1994 (Registration No. 33-78852).
