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) January 7, 2015
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 2.02 | Results of Operations and Financial Condition |
On January 7, 2015, The Greenbrier Companies issued a press release reporting the Company’s results of operations for the three months ended November 30, 2014. A copy of such release is attached as Exhibit 99.1.
| Item 8.01 | Other Events |
Agreement with Amsted-Maxion Hortolândia
On January 7, 2015, The Greenbrier Companies issued a press release announcing that the Company has entered an agreement to acquire a 19.5% ownership in Amsted-Maxion Hortolândia. A copy of such release is attached as Exhibit 99.2.
Share Repurchase
On January 7, 2015, The Greenbrier Companies issued a press release announcing, among other things, that the Board of Directors authorized a $25 million increase to the October 2014 share repurchase program, bringing the total to $75 million. Under the share repurchase program, shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period. The share repurchase program expires June 30, 2016, but may be modified, suspended or discontinued at any time without prior notice.
A copy of such release is attached as Exhibit 99.1 and furnished herewith.
The information furnished in Item 8.01 of this Report, including the exhibits, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Securities Exchange Act of 1934, unless that filing expressly refers to specific information in this Report.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits:
99.1 Press Release dated January 7, 2015 of The Greenbrier Companies, Inc.
99.2 Press Release dated January 7, 2015 of The Greenbrier Companies, Inc.
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: |
January 7, 2015 |
By: | /s/ Mark J. Rittenbaum | |||||
| Mark J. Rittenbaum | ||||||||
| Executive Vice President and | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) |