UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 28, 2014
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13146
| Oregon | 93-0816972 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |
| One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035 | ||
| (Address of principal executive offices) (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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.03 | Material Modification to Rights of Security Holders |
The Stockholder Rights Agreement (the “Rights Agreement”), dated as of July 13, 2004, as amended, between The Greenbrier Companies, Inc. (the “Company”) and Computershare Trust Company, N.A. (formerly Equiserve Trust Company, N.A.) as Rights Agent, and all preferred stock purchase rights associated with the outstanding shares of the Company’s common stock, no par value, expired by their respective terms as of the close of business on July 28, 2014. Accordingly, the Rights Agreement is of no further force or effect.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE GREENBRIER COMPANIES, INC. | ||||||
| Date: July 30, 2014 | By: | /s/ Mark J. Rittenbaum | ||||
| Mark J. Rittenbaum | ||||||
| Executive Vice President and | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||