UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 1, 2005
(Amendment No. 1)
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13146
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Delaware
(State of Incorporation)
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93-0816972
(I.R.S. Employer Identification No.) |
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| One Centerpointe Drive, Suite 200, Lake Oswego, OR
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97035 |
| (Address of principal executive offices)
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(Zip Code) |
(503) 684-7000
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Item 1.01 of the Company’s current Report on Form 8-K filed with the Commission on August 5, 2005
is amended in its entirety to read as follows:
On August 1, 2005, The Greenbrier Companies, Inc. (the “Company”) granted an aggregate of
348,500 shares of the Company’s common stock to certain employees of the Company as restricted
stock awards under the Company’s 2005 Stock Incentive Plan. The restricted stock awards vest
annually for periods of up to five years. The restricted stock awards were granted to certain
officers of the Company, including those listed below:
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| Name |
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Number of Shares of Restricted Stock Granted |
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Robin Bisson |
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30,000 |
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James Sharp |
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10,000 |
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Clark Wood |
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10,000 |
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Mark Rittenbaum |
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30,000 |
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The Board of Directors has authorized the Company to enter into Change of Control Agreements
with certain of the Company’s officers, including Robin Bisson, Mark Rittenbaum and James Sharp.
The Change of Control Agreements provide that if, following a change of control of the Company, the
officer’s employment is terminated by the Company without cause or by the officer for good reason
during the change of control period, or by the officer for any reason during a 30-day window period
one year following the change of control, the executive is entitled to severance benefits equal to
a multiple of his annual base salary and the average of his most recent two annual bonuses,
continuation of health and welfare benefits for a number of years equal to the multiple, and
accelerated vesting of all unvested stock options and restricted stock grants. The multiple
authorized is three for Mr. Bisson and two and one-half for each of Mr. Rittenbaum and Mr. Sharp.
The Company is in the process of discussing with covered officers the
final form of the Change of Control Agreements.